Ben 10: Gwen's AU
by Axle the Hedgehog
Summary: Prepare for the adventure of Gwen Tennyson as she discover the Omnitrix instead of Ben and gain all new alien forms and battle Vilgax and all new enemies. GwenXKevin in the later chapters. PLEASE REVIEWS.
1. And Then There Were Ten

**Chapter 1: And Then There Were Ten**

**Axle- Hi! In case you haven't notice, I made a new account since I was unable to gain access to my old account. I used to be axlehedgehog01 but now I'm just plain Axle. Don't worry, I'll bring new chapters of Sonic the Hedgehog: What If soon. First I'll introduce the universe where Gwen is the main character.**

**Ben- Why?!**

**Gwen- Because I'm better then you! ^_^**

**Ben- Hmph!**

**Axle- you two behave yourselve. Now I bring out Chapter 1.**

**Disclaimer: I don't own Ben 10 characters.**

In the distant space, a grey ship with green outline fly through space and behind it is a large brown ship with red orbs. The brown ship fire laser cannons at the small ship until the small ship fire a powerful energy beam that blasted the command bridge and knock out a octopus-like alien named **Vilgax**. The brown ship counter with a mega-powerful laser cannon and blast the small ship in half. The small ship jettison a small pod and enter the Earth's atmosphere.

Meanwhile in Bellswood, 10-year old Ben Tennyson has finished his school and was excited to go on a summer vacation with his Grandpa Max but was upset when he learn his "annoying" cousin, 10-year old Gwen Tennyson, is joining the party. She explain that it was Grandpa Max's idea. As they arrive at the camp site, they were hungry but Grandpa Max serve meal worms, which it's pretty gross for them. Then Gwen start browsing through her laptop while Ben play his PSVita. **(A/N: I decide to put modern games in this one.)**

This is where the story start.

"Okay, who wants to hear a ghost story?" ask Grandpa Max.

"How about a story where Gwen is a total geek and everyone called her "dweeb" and she ended up in Lonelywoods?" ask Ben with a sly grin. Gwen was really hurt this time. Sure she can take his insults but that one is too much.

"Benjamin Kirby Tennyson, I HATE YOU!" cried Gwen as she ran off into the woods.

Grandpa Max shook his head and sigh, "This is going to be a long trip."

Gwen continue running until she can't run no more. She wipe her tears off and look back, "Why people say we're related? We are nothing alike." said Gwen as she continue walking in the wood. Then she heard a whooshing sound. She look up and saw a falling star.

"Wow! A shooting star!" Gwen place her hands together and made a wish. When she open her eyes, she saw something that made her wide-eyed: the shooting star change direction and head toward her!

"EEK!" squeal Gwen as she quickly turn and ran to the opposite direction. The star crashed against the ground and Gwen got pushed forward by the blast. As the smoke lifted, Gwen stand up and check the crash site. It's a metallic sphere.

"It's not a meteorite. Not even a satellite." Gwen wonder then she made a small "Eep" as she fell into crater because the edge is loosened by the crash. She stand and dust off her pants then pat her butt twice. "Ow... My butt." moan Gwen. She walk toward the sphere then the sphere open wide. Inside the sphere is a strange-looking watch with green tubes and green energy in the center with an hour glass-shape.

"What's that?" Gwen bend over and reach her hand out to pick up the watch. Suddenly the watch, jump up and strap itself on Gwen's wrist. "AHHH! Get off! Get off! GRANDPA!" scream Gwen as she ran through the woods.

"Hmm, I wonder what taking Gwen so long?" wonder Grandpa Max.

"Maybe she was abducted by aliens." joked Ben. Grandpa Max look at Ben with a serious look in his eyes. "What? I can dream, can't I?"

Meanwhile Gwen struggle to get the device off her wrist but she can't and was about to give up until she saw a green button.

"What's this? Maybe a release button?" wonder Gwen. She press the button and the ring pop up. The hour-glass symbol morph into a diamond shape and show a silhouette figure with bulky arms and flame-like head & the device let out a beeping sound. "Huh? What is this? Maybe if I press it down, it'll let go of me. Please make it let go!" plead Gwen as she press the ring down. The device release a burst of green energy then the device sink into her wrist as her hand transform into a rock-like hand. The rocks travel up to her arm then her shoulder then into her eye as she quickly close her eyes. When she open her eyes, she gaze at her hands: her hands become a pair of flaming hands with rock-like shells!

"AHHHHHH!" scream Gwen in a mature voice. "I'm on fire! I'M ON FIRE! WAAAHHHH!" Gwen, now transformed into a female walking firewall, start running around in panick until she realize she's not feeling pain or burn.

"Hey... I'm on fire and nothing happen?! This is weird... this watch turn me into a walking firewall. I better find Grandpa and tell him about this." Gwen run through the forest until she return to the camp site. She start calling her grandpa and Ben.

"Grandpa Max! Ben! Where are you?" she call as she look around.

"Hey, it's 10:00. No need to...to..." Ben walk out from the van, rubbing his eyes until he remain frozen by the sight of Gwen. "YAAH!" scream Ben.

"Hey stop screaming!" growl Gwen then she got sprayed by a fire extinguisher from Ben. She cough twice then ignite her head in flames again.

"Step away from me, you freak!" shout Ben with the fire extinguisher in his hands. Gwen had enough of Ben calling her "freak". She glare at Ben strongly that, suddenly Ben's pants ignited in flames.

"Yeow! Hot hot hot!" panicked Ben as he run around then spray himself with the fire extinguisher. Gwen was amazed of what she did and start giggling. "Grr! Say good-bye!"

"In your dream, dork!" scoff Gwen. Ben realize there is only one person who call him "dork" and that human fireball is...

"Gwen?! Is that you?! How did you get covered in flames and grew taller?!" ask Ben in confusion.

"Well I-" Before she start explaining, Max came out of the van.

"What's all that no- What in the world?!" exclaim Max.

"Grandpa, guess who it is." said Ben.

"Hi, Grandpa." smiled Gwen.

"Gwen?! What happen?!" ask Max. They sat down near the firewood and Gwen explain everything that happen.

"So you're saying that the watch just jump up and clamp on to your wrist?" ask Max, just to be sure he understand her story.

"That's right. I can't get it off either." said Gwen with a mouthful of melted marshmallow.

"You think she'll stay as a monster forever?" ask Ben as he eat some marshmallows.

"Not a monster, an alien." said Max. Both Gwen & Ben gaze at Max after he said "alien". Max quickly came up with an answer, "I mean, look at her. What else can she be?"

"No! I can't stay like this forever! All my grades will drop since I'll be burning everything I touch!" whined Gwen. Before they can think of something, the same symbol of the watch on her chest start flashing in red light and let out a loud beeping sound. The sound went from loud to soft then die out. Gwen's body release a flash of bright light then she transform back to her original self. She look at herself and a wide smile came across her face.

"I'm me again!" she squeal in joy.

"Oh man. I was hoping to use you as an oven." moan Ben.

"I still can't get this thing off!" grunt Gwen as she try to pull the watch off her wrist.

"Better not to mess with that thing until we know what the heck it is. I'm going to check out the crash site. Stay here." order Max as he head into the woods with a flashlight.

Meanwhile in space, the group of drones are fixing the ship and a humanoid drone went to the stasis tank.

"What do you mean 'it's not there'?! That battle almost cause me my life! And you're telling me the Omnitrix is not aboard on the ship?!" ask Vilgax in every breath he take. His body is mortally damages, with a missing arm and legs.

"Sensor indicates a pod jettison from the ship, just before boarding. It land on the planet below." answer the drone.

"Go! Find it!" order Vilgax to a mysterious figure who left without question. The ship launch a pod to Earth. It land on the ground then transform into a giant robot. It saw the pod where the watch was found and realize it's empty. It thrust its hand and fire a laser blast & blow the pod into pieces. Then two disks eject from the robot's shoulders then transform into drones and fly off to find the "Omnitrix".

Back at camp, Gwen remain sitting on the log until Ben sneak behind her and try to press the button. Gwen saw him and quickly move her arm away from him.

"What are you doing?" ask Gwen.

"Trying to see what it does." answer Ben.

"Grandpa said not to mess with it so I'll make sure I won't turn into that firewall gal." Gwen cross her arms and glare at Ben.

"Aren't you curious?" he ask.

"Not in a least." Gwen reply.

"Are you sure we're related?" ask Ben.

Max found what remain of the pod. He pick up the pieces and gaze at it. "I don't like the look of this, not one bit." mutter Max.

"If you can figure out how to use it, you can be famous!" smile Ben.

"Yeah, in a freak show!" frown Gwen.

"C'mon, transform into that fire girl." begged Ben.

"No!" snapped Gwen. Ben grab her arm and try to press the green button while she struggle to break free. The ring pop up and show a silhouette of a cat-like figure. Ben accidentally press the ring and the watch release a pulse of green that push Ben away.

The watch sink into Gwen's wrist again but this time, her blood vessels expand greatly and travel all the way to her eyes. She close her eyes then shot them open. Her eyes turn yellow with up-and-down slits. Her body start growing violet fur with blue stripes, and her teeth sharp itself to point. Her fingers grew claws and grew a long tail Her hair turn pink & grew longer and she transform into a tiger-like creature with a shoulder pad that have the watch's symbol. She slam her paw against the ground and roar, "RAAAGHHH!"

"Whoa... You turn into a tiger girl!" exclaim Ben. "Wow! We are going to give a bigger litter box!" laugh Ben.

"Grarr!" growl Gwen as she doesn't find that joke funny.

"What's wrong? Cat got your tongue? Ha ha ha! Get it?" laugh Ben.

"Grrr! RAGH!" Gwen roar at Ben with anger and Ben close his eyes as the wind blew through his face.

"Your breath will definitely get the job done." joked Ben as he cover his nose. Then he got an idea; he grab a bucket of water and plan to dump it on Gwen. However when he's about to dump it, she quickly smell him coming and jump over Ben, somersault and land on the van while she made Ben lose balance & dump the water on himself. She gave a grin after she saw how fast and agile she become. "O...kay, maybe not a total loser." Ben said. Gwen jump in front of Ben and gave a sly grin as she ready her claws. Ben gulp strongly and back away from Gwen but, before she scare Ben, she smell something. Whatever it is, it's making her feel uneasy and has the urge to go after the source of the scent. She jump over Ben then ran into the forest.

"Whoa, come back! Grandpa Max is going to get angry if he find out you turn into a tiger woman when he told you not to! Wait, that's my fault." said Ben as he remember he press the ring for her.

Gwen start jumping from tree to tree, searching for the source of the scent. Then someone spotted her and she quickly smell the danger. She jump away and a laser blasted the tree apart. The lasers blast every trees as it try to hit Gwen. The drone lost sight of her then she jump out of the tree, pounce on the drone and she start tearing it apart. The symbol start beeping and she look at her shoulder then she look ahead and saw they heading toward the cliff. She jump down and land into a bush while the drone crash and exploded. A red light flashes from the bush and Gwen emerge as a human again.

"YYYES!" cheered Gwen. But her victory was cut short as another drone appear in front of her and aim its laser cannon at her. "Uh-oh." gasped Gwen then a shovel ram the drone's face. It was Ben and he continue to smash the drone with the shovel.

"Take that, Tin can!" grunt Ben.

"I never thought I say this, but thanks for saving me." said Gwen. The drone ignited in flames and the two cousins quickly ran away from it as it exploded.

Back at the camp site, inside the van.

"Ben, you shouldn't have mess with the watch. That's why I told her not to mess with it until we know what it is." said Max and Ben nodded in agreement.

"But thanks to him, I finally know how to activate it. First you press the green button, the ring pop up, select the forms, slam it down & there, you transform into 10 different aliens." explain Gwen.

"What about the part of turning back into a plain old lady?" ask Ben rudely.

"I realize that I can stay in the alien form for 10 minutes." answer Gwen.

"10-year old girl who can transform into 10 super-cool alien chicks for 10 minutes? What are the odd?" ask Ben.

"You're odd." joked Gwen.

"Hmm, with the device that powerful, we need you teach you, fast." smiled Max.

"R-Really?!" ask Gwen with a smile like she like the idea of being a superheroine. Then they heard a SOS from the radio.

"_Mayday! Mayday! Anyone who can hear me, we need help! We're under attack by a, I don't know if you believe me, but robot!_" panicked the man over the radio.

"Must be those same robots that attack me! They must be looking for the watch... We must help them!" shout Gwen.

"How?" ask Ben then Gwen gaze at the watch and gave a grin. As they almost reach to the ranger station, they stop for a while so Gwen use the watch. She look at Max and he gave a nod. She press the button, the ring pop up and select the forms. She pick the one which look like a slender bulked figure & press the ring.

The watch release a burst of green energy and her arm got covered in teal diamond. Then her face got covered in diamond and her eyes turn completely green then her clothes turn into a blue bodysuit. She grew two large spikes from her back then stand firmly as she fully transform into a diamond-like alien being.

"So what does she do?" ask Ben.

"I don't know, but I bet it will be useful!" smiled Gwen in a deep mature voice as she make fist. When they enter the camp, they found the giant robot with spider-like legs tossing cars around. "It has to be the big one..." groan Gwen. "Okay, you two get the people out of there while I'll distract him." Ben & Max nod in agreement then ran ahead to help the people. Gwen glare at the robot and her glare light up her eyes.

The robot grab the park ranger but then a rock hit his head (of course it doesn't hurt him.) and turn his head to see who threw that.

"Hey Tin Can! Pick on someone your own size!" shout Gwen. The robot scan her closely then saw her symbol on her left chest. Target reticule confirm it as his target then he thrust his hand and blast Gwen with a laser cannon. Gwen crash into the car then cut her way out. She gaze at her hand, which it morph into a long sword-like form then turn back into her hand. "Of course, I'm a diamond. Diamond has tough durability & deflect energy! That's it!" smiled Gwen as she got a plan. As the robot approach her, she jump up high then land her fists down and smack his head. The robot stagger down then grab Gwen and toss into the trailer later fire a laser beam that blast her in an explosion.

The Park Ranger ask Ben, "Will someone tell me what's going on?"

"You won't believe me if I tell you, c'mon!" said Ben as he drag the Park Ranger away from the battle field. Gwen got used to her new powers so she jump toward the robot, turn her arm into a blade and slice the robot's arm off. She land on the ground then turn around and face the wounded giant. He fire his laser beam but Gwen use her hands as a mirror and deflect the laser & move it to slice the robot half. The robot exploded into pieces & debris went flying.

Max & Ben cheered, "ALL RIGHT! Way to go, Gw-" Max notice the people is looking at them like they think they know who she really is. "Uh... Miss Diamond Head!" cheered Max nervously.

"Since the danger has pass, allow me to leave." said Gwen, trying to act mature and walk away.

"Who is that woman?" ask one of the camper. Max & Ben quickly tip-toe away before they start asking questions on them.

Inside the spaceship, the drone brought bad news to Vilgax.

"MISSION FAILED!? Whoever found that Omnitrix to prevent me from obtaining it will hang on my trophy wall!" growl Vilgax.

In the morning, Ben & Max are packing up to continue their road trip until Max notice someone's missing.

"Ben, where's Gwen?" ask Max.

"I don't know. I went to her bed to scare her but she's not there." shrugged Ben. Then they heard a sonic boom and a dust cloud is heading toward them until it skidded to a halt. The dust cloud reveal a black-and-blue skinned lizard with orbs under her feet. Her mask open up and show the lizard's face with blue lips and green eyes. She have the same symbol on her chest.

"Gwen?" ask Max.

"That's right! Check this out!" smile Gwen in a teen voice and the mask cover her face & drop on her running stance. Suddenly she start moving in incredible speed, instantly pack up the remaining boxes then return to her original spot. "Super fast!" grin Gwen then the symbol start flashing and beeping. A flash of light blinded them then Gwen return back to normal. "This is so COOL!" squeal Gwen.

"Yeah, whatever." shrugged Ben as he enter the van then look back, "By the way, where did you go?"

"I... went to take care of something before we go." Gwen gave a sly grin as she join the other.

Back in Bellswood, the librarian was surprised of all the books Ben borrow has return in a second and the bullies that bother Ben got tied up on the tree.

"Hey, what happen?!" ask Cash.

"I don't know, man... It all happen so fast." answer J.P.

"Hey anyone! A little help here please!" shout Cash.

**Chapter 1 finished!**

**Ben- I didn't say that part at the camp!**

**Gwen- Ben, this is my AU and that is exactly you plan to say but in the OU, you don't want to hurt my feeling.**

**Axle- What you like to call your alien forms you transform in this chapter?**

**Gwen- We know I have Heat Blast, Diamond Head & XLR8, but the tiger one, I'll call it Wild Cat! ^_^**

**Ben- She's no match for Wild Mutt!**

**Gwen- Wanna duel? *she gave a grin, an evil grin***

**Ben- Yeah, it's hero time! *Ben slam the ring down and the device release a green pulse. The green light faded and Ben emerge as a giant orange-furred dog-like creature with no eyes***

**Wild Mutt- RAAGH!**

**Gwen- My turn! *She slam the ring down and the device release a green pulse. The green light faded and Gwen emerge as a pink-haired, violet-furred tiger-like humanoid being with yellow eyes and sharp claws.***

**Wild Cat- GRAAAARRR!**

**Axle- WAIT! DON'T FIGHT IN MY ROOM! YIKES! *I duck as Wild Mutt & Wild Cat start fighting and crash out of my room* I'll see you guys later! Please leave some reviews! O_o**


	2. Washington BC

**Chapter 2: Washington B.C.**

**Axle- There! I disable your Omnitrix.**

**Ben & Gwen- Awww...**

**Axle- Don't "awww" me. You almost demolish my room. Now let's start the second chapter.**

**Disclaimer: I don't own Ben 10 characters.**

In Washington D.C., a building was on fire and a woman & her son are trapped. Then the ceiling went loose and start falling. The woman cover her son and they close their eyes as they brace for impact. Nothing happen so the boy slowly open his eyes and saw something that amaze him.

"Who are you?" ask the boy. In front of them is Gwen as **Heat Blast**, holding the debris in her hands.

"I'm here to help." answer Heat Blast in a mature voice. She toss the debris to the side then thrust her hands forward. All the flames got absorbed into her hands and Heat Blast gave a "C'mon" hand signal. The boy follow her with his mother. They were about to use the stair but the flames destroy it. Heat Blast got an idea and thrust her hand and blast the wall open with a heat beam. A flaming tornado emerge from the hole and land on the street. The flames dissolved and reveal Heat Blast, the mother and her son. Everyone cheered to Heat Blast.

"Easy easy. It was nothing. All of the hero's work and-" A van park next to her and Ben call out to Heat Blast.

"Hey, Supergirl. There is a high-speed chase and the thugs has escape the cops, so get your overgrown fire butt on the van and let's go!" shout Ben rudely. Heat Blast glare at Ben then grumble, "I know that."

In the street, the thugs manage to outrun the police but become confuse why the trailer van following them. Max continue to follow them until he smell something burning. He look to his right where Heat Blast is sitting and saw the black smoke emanating from the seat.

"I should've brought that fireproof seat cover when I had the chance." said Max.

"Sorry Grandpa. I can't control the heat of my body." sighed Heat Blast. Then she got sprayed by a fire extinguster, she shook her head then glare at Ben, who's holding the fire extinguster, and ignite her head on fire again.

"You know, I was wondering if you have any alien form that have water power. That way, you won't burn the seat." add Ben.

"It's not my fault Heat Blast can't control her body heat!" growl Heat Blast.

"Yeah, or having a big flaming butt." grin Ben.

"I don't have a BIG BUTT!" Heat Blast said those two last words with anger.

"Chill out, heat head." smirk Ben as he blast her butt with his fire extinguster.

The thugs decide to shoot Max & the kids so Heat Blast reach out her hand and fire a fireball at the thugs' rear wheel. They lost control and crash into the wall. As they try to shake off the dizziness, Heat Blast ripped the door out and show them what she can do by melting the door into a blob. The thugs become wide-eyed then place their hands on the wall.

"You are going to stay behind bars for the rest of your-" Unbeknownst to Heat Blast, her symbol start flashing & beeping then she got covered in a bright light. "-life!" Gwen finished her sentence in her original voice. The thugs become confuse when they heard the woman voice change into a small female voice and look over their shoulder.

"Huh?! It's just a girl! Grab the bag!" order thug #1. Gwen become confused and look at herself.

"Uh-oh!" she exclaimed. Fortunately for Gwen, the police arrive and she quickly come up with a way to not get suspicious. "Help! They try to take me hostage!" she scream as she ran to the police car. The polices aim their gun at the thugs, demanding them to drop the bag and put their hands up. Gwen sigh in relief and join up with Ben and Max to do some shopping.

(A/N: I'm skipping to the part of the supermarket rampage as this scene is similar to the original series.)

At the supermarket, the trio search something for dinner but Max choose octopus, cow's tongue & other disgusting foods. Ben got gross out and decide to look for snacks while Gwen look at the pet shop. During that time, Gwen & Ben heard a rumble and suddenly the wall exploded and enter a giant mutated frog with four eyes and four horns. On top of him is **Dr. Animo**.

"I am Dr. Animo! The greatest scientist in the world!" boast the evil scientist. He grab some packs of extra batteries for his invention, which is capable of mutating animals. The guards arrive and aim their guns at Dr. Animo.

"Freeze! Get off of that...giant...frog and put your hands in the air!" order guard #1. Dr. Animo grinned and fire a red energy beam from his helmet and zap the bird. The bird mutated into a giant-sized bird then Dr. Animo zapped the hamster and the result is the same. The three monsters scare off the guards and corner Max & Ben. Gwen ran behind the crates and press the button. The ring pop up and she select the image of **Wild Cat**. She press the ring and the watch release a burst of green energy.

The watch sink into her wrist then her blood vessel expanded then travel up to her eyes as she close them then shot them open. Her eyes turn yellow with up-and-down slits. Then her body start to grow violet fur with blue stripes, her orange hair turn pink and grew longer, her teeth sharp themselves to point, her fingers grew claws & she grew a long tail. She slam her claw against the ground then roar.

"RAAHH!" roared Wild Cat.

"Who is this wonderful beast?" grin Dr. Animo. The hamster screech and charge toward Wild Cat. She hissed at the hamster and vault over him. The hamster turn around and pounce Wild Cat into the floor but she bite his forearms and the hamster screech in pain, releasing her from his grip. Wild Cat use her legs as a spring to propelled the hamster in the air then she jump up, grab his legs then slam him hard against the floor then toss him into the wall. The ceiling collasped and buried the hamster, leaving him immobiled. Wild Cat then glare at Dr. Animo.

"Hissss!" hissed Wild Cat.

"Hmph! I have no time to play with you!" scoffed Dr. Animo as he ride on the mutated bird and fly off. The giant frog leap away from the supermarket.

"You saved the store! How can we repay you?" ask the manager. Wild Cat just lick her paws but Ben has an idea since he heard Wild Cat's stomach growling.

"How about a supply of cat foods, toys, etc.?" ask Ben. The manager smiled and nodded. They brought the supply of cat toys and foods. Wild Cat saw the cat food and smiled.

"Meow? Meow!" Wild Cat start eating the cat food and she was too busy eating that she didn't hear Ben giggling. 10 minutes later, they drive through the city as they follow the giant bird while Gwen moan and rub her belly with her hands.

"I can't believe I just lick myself, play with yarn... and ate a whole bowl of cat food!" groan Gwen.

"Too bad we didn't bring you a can of tuna." Ben grin and Gwen throw the pillow at him then she resume checking the profile about Dr. Animo. She discover that Dr. Animo was the brilliante scientist and he almost win the award until they discover that he was making strange experiments on mutating animals so he got kick out & the award was given to another scientist. Max lost sight of the mutant bird as he vanish in the row of buildings.

"I lost him. It's impossible to find him now." said Max.

"Where could he have gone?" ask Gwen.

"Wait! I know where he's going!" said Ben.

Few minutes later, they arrive at...

"The National Art Museum." said Ben as they walk to the front entrance. They notice the entrance has smashed to bits and there are feathers everywhere.

"Looks like we're on the right track." smiled Max.

"Finally you use your brain for something." grin Gwen.

"And you wouldn't know." reply Ben with sly grin. They enter the museum and found Dr. Animo. He already know they're behind him.

"You are very presistent. I hate presistent!" said Dr. Animo.

"We know everything about your twisted invention!" shout Gwen as she point her finger at Dr. Animo.

"Ah, but you don't know half of it! You see, I only need an extra componment to push my invention to phase 2: Bio Reanimation!" explain Dr. Animo.

"Uh... does this guy come with subtitle?" ask Ben, who doesn't understand what "Bio Reanimation" mean. **(A/N: Ben, you should really pay attention in class.)**

"It means I should give life to those that have long extincted. Observe!" Dr. Animo turn the button clockwise and press it. The energy ray zap the display of Wolley Mammoth and the eyes turn red. The Mammoth came to life!

"Rwaarr!" the Mammoth trumpted at the trio.

"Behold the glory of, that is, Dr. Animo!" Dr. Animo bowed then ran off to the next room.

"Guys, you go after Dr. Animo! I'll handle this bully!" Gwen press the button and the ring pop up then she slam it down. The watch release a burst of green energy.

The watch sink into her wrist and her blood vessel expanded and travel its way to her eyes as she close them. She shot her eyes open and they turn yellow! She grew larger then she grew two extra arms. Her skin turn violet-red with black strip on her head, her hair tried up in pony-tail, she grew two extra eyes and she wear violet suit with black pants. She now has no nose, two fingers, two toes & her muscles expanded slightly. She stand firmly with her arms up to show her muscular mass.

"Let's rumble, Peanut!" growl Gwen as **Four Arms** with a grunt voice then she charge toward the prehistoric elefant then grab his tusks and vault him over.

Max & Ben ran through the hallway but the mutate bird block their path. Ben grab the broom then slam it hard against the bird's beak that the broom snap into two and the bird shriek in pain then ran off.

"YES!" cheered Ben. They found Dr. Animo and he notice them but a grin appear on his face and fire an energy ray at the skeleton of a Tyrannosaurus Rex. Suddenly the skeleton got covered in flesh and came to life! However, the dinosaur's right eye has a huge gapping scar and a gapping hole on its stomach as it wasn't fully regenerated. It roar at Max & Ben, who remain in shock and horror.

Four Arms continue wrestling the Mammoth but he knock her into the wall and she had enough.

"That's it! You're finished!" growl Four Arms as she stand on her feet then charge toward the Mammoth. She smack his face with a right-hook **(Two right hooks, actually)** then grab his trunks, start swinging him around like a hammer throw then toss the prehistoric elefant and crash against the wall. It cryed in pain and pass out.

"Whew... That finishes him off." sighed Four Arms.

Max & Ben barely avoid the T-Rex's chomping jaws then Dr. Animo ride on the T-Rex.

"Soon I will have what is rightfully mine!" scowl Dr. Animo then the T-Rex smash its way through the wall and stomp its way through the street. The bird emerge from behind and grab Ben on the shoulders with his talons & carry him off.

"BEN!" shout Max. "Gwen, they got Ben!"

Four Arms arrive from the other room and use her massive strength to jump 30 feets then grab the bird's feather. He shriek when he felt the pain of his feather being yanked.

"Get back here!" growl Four Arms. The mutated bird start moving back and forth to shake off Four Arms. Suddenly the symbol start beeping and flashing. Four Arms lost her grips and she start falling.

"GWEN!" panicked Ben.

Four Arms crash against the ground and form a huge crater then she transform back into Gwen. She climb out of the crater and look at the sky as the bird fly away.

"Ben!" Gwen yell as she lost sight of the mutated bird. Max arrive in the van and pick Gwen up. They drive after the mutated bird.

Meanwhile in the sky, "Man! Even if I'm in danger, this view is fantastic!" said Ben in awe. The duo follow the bird until the bird head toward the tower and left Ben on the peak. Ben panicked.

"Okay! This is a nice view but IT'S MORE BETTER FROM THE INSIDE, NOT UP HERE!" shout Ben as loud as he can.

"We have to save Ben or he'll fall!" said Max. Gwen look at her watch & it let out a beep then it turn from red to green.

"Don't worry! IT'S HERO TIMES!" smiled Gwen as the ring pop up & she slam it down. The watch release a burst of green energy then sink into her wrist and her arm transform into a orange-skinned arm with two fingers and one opposable thumb. Then orange vains cover her face and her eyes transform into blue oval-shaped eyes. Her hair transform into a crown-like armor as well as her body. Her legs become insect-like legs and her back sprout two pair of insect-like wings then she grew a large oval-like tail with a yellow orb. She stands firmly as she ignite her hands in flames and flap her wings once. **(7 times due of the speed)**

Gwen, now a humanoid insect queen, take off in sudden speed and fly her way up to the tower while Max use the stairs inside the tower. Ben is losing his grip then he start falling.

"WAAAHHH!" scream Ben then he was saved by Gwen in her alien form. "Uhh... 'Fire Cracker'?" ask Ben as he forgot the name of Gwen's current alien form.

"It's **Fire Fly**!" grunt Gwen in a well-manner voice.

"Right. Thanks for saving me." said Ben. Suddenly the mutated bird appear behind them with a screech. Fire Fly hold on to Ben and try to fly away from the mutated bird but to no avail.

"I can't shake him!" grunt Fire Fly.

"Well, use your butt dweeb!" shout Ben.

"Shut up dork! I can't fire my heat ray blindly! I need to aim but I can't when he's chasing us!" reply Fire Fly. Then she saw Max in the tower so she fly toward him and toss Ben through the window of the tower then Max caught him and land on the floor. The bird is about to attack the tower but Fire Fly tackle the bird then throw him down into the ground.

"Gwen, we're okay! Just go and stop Dr. Animo!" order Max. Fire Fly nodded and increase her speed and fly through the sky in search for Dr. Animo.

In the Science Academy, a man is showing the new members his Academy Award.

"And this is the Academy Award. Although nothing is gain from pride, heh heh." chuckle the man. Suddenly they felt a rumble & the wall got knocked down by the T-Rex.

"Kelly! You have something that belong to me!" growl Dr. Animo then he jump off the T-Rex and pick up the golden beaker. "I would like to thank you for this honor." smirk Dr. Animo. Then Fire Fly arrive and throw a fireball at the T-Rex. The dinosaur roar in pain then shake off the flames. The T-Rex charge toward Fire Fly and she evade his chomping jaws then land a roundhouse kick. It phase him but he counter with his tail, smacking Fire Fly across the room and crash into & slide the wall on her back. She place her hand on her head as she try to shake off the dizziness.

"Help! Help!" scream Kelly as the T-Rex pick him up and was ready to devour him.

"Argh! Oh no, you don't!" Fire Fly start flapping her wings then take off at supersonic speed. She fire two heat beams from her hands and blasted the T-Rex's ribs then she save Kelly.

"You! Who do you think you are?!" ask Dr. Animo in anger.

"I am Fire Fly, thank you very much. I hate to be rude but I'm going to kick some tail." said Fire Fly elegantly. Dr. Animo fire the energy ray from his invention but Fire Fly evade it then aim her tail forward and fire a powerful heat beam at the T-Rex. The blast nail him hard and he stragger back in pain. Dr. Animo try to regain balance then he accidently drop the award & it shatter to piece on the floor.

"NO!" exclaim Dr. Animo then Fire Fly grab his helmet then took it off. "NOT MY MODIFATETOR!" panicked Dr. Animo. Fire Fly toss it against the ground and the impact damage the helmet that it emitted a huge pulse of energy. The T-Rex got covered in a mist of cloud then his whole body turn back into skeleton and become lifeless. The skeleton shatter to pieces due of the damages and Dr. Animo got defeated.

The mutated bird confront Max & Ben but he got hit by the energy pulse and turn back into a regular bird.

The police arrive and arrested Dr. Animo.

"No! I must have that award! It's mine! I have it in my grasp!" shout Dr. Animo then the police put him inside the car. Gwen gaze at Dr. Animo.

"Finally he's going to jail." she sighed.

As they head to the highway street to leave Washington D.C., Gwen place the pieces of Dr. Animo's invention in their sovinour box.

"One sovinour for our collection." smile Gwen.

"I guess I should thank you again for saving me." smile Ben.

"That's what heroes do: saving midgets!" smiled Gwen as she rest her head on the seat.

"You're such a dweeb!" growl Ben.

"I know you are but what am I?" mock Gwen.

**Axle- Chapter finished!**

**Four Arms (Ben)- Time for an arm wrestling!**

**Four Arms (Gwen)- Ha! I can beat you with three hands behind my back!**

**Axle- What the?! How did you-**

**Four Arms (Ben)- You disable the Omnitrix for 20 minutes so now it's online.**

**Axle- Oh man! Anyway, leave some reviews and- HEY! ARM WRESTLE OUTSIDE!**

**Four Arms (Gwen)- You don't tell us what to do!**

**Axle- Oh really? Then let's see if you do what I say after I do... THIS!**

*** I create an energy aura in my hands then I press the Omnitrix symbols on the Four Arms' shoulders then Ben & Gwen transform back to their human form***

**Ben & Gwen- Again?!**

**Axle- I am evil! BWAH HA HA HA HA!**


	3. The Krakken

**Chapter 3: The Krakken**

**Axle- Hi everybody. Say hello, you two.**

**Ben- S'up!**

**Gwen- Hello**

**Axle- We would like to explain a little more detail about Gwen's alien forms. As you already notice, some of the alien forms, like Heat Blast, Four Arms, Diamond Head, XLR8, etc. are the opposite gender of the original alien forms. In the later season of ****_Ben 10_****, one of the episode introduce the female Four Arms, I think. My memory is a little sloppy so if I'm wrong, please let me know. But I do remember there is a female XLR8 in ****_Ben 10: Alien Force_****. Now about Wild Cat & Fire Fly, I find it impossible for Gwen to become Wild Mutt or Stink Fly, so I created new aliens that suit her well.**

**Gwen- Gee, thanks Axle! I love Wild Cat & Fire Fly but why do I shoot heat ray from my butt?!**

**Axle- *looking at you* She's not mad, just confused. *Now facing Gwen* You know fire flies emanate greenish-yellow light from their abdomen, correct?**

**Gwen- Uh-huh?**

**Axle- Well, Fire Fly is capable of glowing her abdomen, or "butt" in Ben's terms, and discharge a powerful heat ray with enough focus. You understand now?**

**Gwen- Yeah, I understand and it sound pretty cool, unlike Ben's Stink Fly who shoot that-that disgusting blob from his eyes and his mouth! Gross!**

**Ben- Well excuuuse me, but Stink Fly's ability has always come in handy!**

**Axle- Anyway, on with chapter 3.**

Somewhere near the lake, Ben dive into the lake and pretend that he was in a sport event, shouting "high score: 10! The crowd love him!" while Gwen just aim her flashlight at Ben.

"Can't it wait until sunrise?" ask Gwen.

"Come on! The water feels great!" smile Ben.

"Oh please! Who knows what creeping ugly thing lurk around the water." said Gwen who move her flashlight from left to right then to Ben, who just glare at her. "I rest my case." smile Gwen.

"Says the girl with 10 super-powered alien girls in her watch." grumble Ben as he climb out of the water and head to the van. Gwen follow but then heard something from the lake. She look around for a bit, and saw nothing. She shrugged and head for bed. In the lake emerge a giant creature with two large tentacles, glare at Gwen then sank back into the water.

8:45 A.M. Max, Ben & Gwen arrive at the fishing village and search for the fishing boat they hired. Ben saw a bucket and gave a mischievous grin after he look inside. Gwen was too busy looking at her surrounding then, when she turn her head, a hand full of earthworms appear in front of her.

"YAAAHH!" yelped Gwen.

"Breakfast?" ask Ben in low voice.

"Ben! That's gross! What's with the bucket of slimes?!" ask Gwen.

"Baits." answer Max with a smile.

"Yeah well, looks like I'm not cut out on fishing. I'll catch some sun instead." said Gwen.

"Okay but you don't know what you're missing." Max told her.

"Trust me, I know." said Gwen with a trustful smile.

Max & Ben found Captain Shaw, the man they hired for the boat to go fishing. Once they climb aboard, Captain Shaw explain about the mysterious monster that lurk under the lake called the "Krakken" but no one ever seen it with their own eyes. No one except Captain Shaw and he took a picture of it when its head surfaced from the water. He plan to capture the beast himself, for who know what reason. Ben was amazed but Max believe he's a bit crazy.

Then they found that the fishing area was closed by the _Friends of Fish_, so they can do their research. Shaw refused to accept this as he's the owner of the lake but on Max's advice, he head back to the port.

Suddenly the ultrasonic radar detected a bio-sign behind them! It's large and moving fast. Shaw gasped "The Krakken" and they felt a sudden jolt from underneath then saw something swimming through the lake's surface and it's heading toward the port. Max & Ben mutter under their breath, "Gwen!"

Meanwhile Gwen was relaxing on the port, "Ahh... Warm sun, beautiful breeze and with no cousin Ben around, I can just relax." sigh Gwen. Then she hear a horn from Shaw's ship and notice something is coming toward her. "What in the world?!"

Suddenly the port got smashed to pieces and everyone was sent flying into the lake as a giant reptilian monster with two tentacles connected to its mouth emerge from the lake and ram its head against the port.

"RAAAAAHHH! GRAAAAGHH!" roar the lake monster.

"It's the Krakken! I told he's real!" gloat Shaw.

"Save the gloating for later, we must get away from that monster!" advise Max.

Gwen swam all the way to the shore then stand up to look at the lake. All the innocent people fell in the lake and the Krakken is going to devour them.

"I must save them but I'm going to need speed!" Gwen press the button, ring pop up then she slam it down and the watch release a burst of green energy.

The watch sink into her wrist and her arm become covered in black scales with three claws. Her legs transform into hind legs with orbs placed under her feet. She grew a big tail with blue stripes. Then her face transform into a blue humanoid face with green oval-shaped eyes and blue lips. Her face become covered in mask with blue pattern then pose firmly.

"Here goes nothing!" said **XLR8** in her teenager voice then start running on the water surface at superhuman speed. She manage to save everyone while zigzagging the Krakken's jaw.

The leader of the _Friends of Fish_, Nigel, order his men to get the boat away from the Krakken. As they move away, Krakken spotted them.

"GRAAAWWW!" roar the Krakken and swam after the boat. XLR8 saw the Krakken and run at her max speed to the boat then create a waterspout in front of the Krakken. He got spooked by the attack and dive underwater.

"That was close!" said Nigel with relieve. The Krakken emerge in front of the boat then use his tentacles to rip the cover off the box and start dragging the crate. Nigel grab the crate and try to pull. "Oh no you don't!" exclaim Nigel.

XLR8 grab the tentacle and start running in reverse. The Krakken lost grip and got stagger back. He lung toward Nigel & XLR8 but XLR8 slide under his jaws then land about 50 kicks on his throat.

"GRAAAAH!" The Krakken roar in pain and retreated underwater.

"Thanks for the hand... and the feet." said Nigel.

"Hissss! What's in that crate you risk your life for?!" ask XLR8 in angry mood.

"Ummm... Our lunch." answer Nigel.

"Seriously?! You want to save a pack of sandwiches?!" exclaim XLR8, who find that hard to believe. The Krakken came back and took the crate. XLR8 plan to chase after the lake monster but suddenly the watch's symbol start flashing & beeping. "Uh-oh! Gotta take a rain check!" said XLR8 then she jump off the boat and speed through the water. She's about to run pass the boat Max & Ben are on until the beeping sound start dying away.

"Almost...there! Got...to make it!" Suddenly XLR8 release a bright red light then she turn back into Gwen. She skid through the water then fell into the water. "Made it..." sigh Gwen.

"Woman overboard! Shaw, we must bring my granddaughter onboard!" said Max.

Shaw was aiming at the Krakken with his spear launcher but, upon Max's order, he let the Krakken go, "One of these day, you won't be so lucky." mumble Shaw.

At nightfall, many people begin to leave the port because of the attack. Gwen was confused about why the Krakken took only one crate. Ben & Max were planning to leave too until Shaw pass by & start grumbling about something.

"Captain Shaw, what's wrong?" ask Ben.

"It's those _Friends with Fish_ idiots! They seal off the lake! Nobody tells me where to go! _Nobody_!" growl Shaw then he walk away. Ben has the feeling Shaw is going back to the spot where the Krakken appear.

In the van, Gwen repeatedly knock the bathroom door as she really need to go.

"Come on come on come on! Ben, I really need to go now or else I'll wet my pajama! Ben, aren't you listening?!" ask Gwen. Max become suspicious so he open the bathroom door and Ben is not in the bathroom!

"Don't tell me he went to follow Shaw! Gwen, find him!" order Max.

"Sure, but this girl need to use the LITTLE GIRL'S ROOM RIGHT NOW!" scream Gwen as she dart into the bathroom and slam the door shut.

Meanwhile Shaw park the boat in the middle of the lake but then he heard a noise and investigate. He found Ben hiding in the cargo. He plan to take him back but it's too late. He told Ben to stay in the boat while he check underwater. While he's underwater, he search for the presence of the Krakken but he got spooked by Ben, who followed him. Tagging along, they found what look like an organic orb-like object. He gave a hand signal to Ben to stay here for a bit while he head back up to get something. When he arrive and climb aboard, he got attacked by a group of masked men. One of them demanded him to tell him what did he saw down there but Shaw lied that there's nothing then he recieve a blow from the man. The man remove his mask and it's none other than Nigel. The men found Ben and took him too. Nigel toss a bomb on Shaw's boat and destroy it!

Max continue to search Shaw & Ben with the binocular then Gwen come out of van.

"AHH! Now I feel better!" sigh Gwen.

"Can you find Shaw & Ben as Fire Fly?" ask Max.

"Sure. Fire Fly can detect everyone by their body heat!" smile Gwen. She slam her hand on the ring and the watch release a green energy pulse.

As the boat speed through the swamp, Ben & Shaw were unconscious then one of the thug saw something.

"Hey, is that a bird?" ask thug #1.

"Nah. Probably a plane." said thug #2. But what's approaching them is not a bird or a plane, it's a humanoid queen of the fire flies!

"It's a bug! Shoot it down!" order Nigel.

"You really think you can shoot me down? Then you're in for a surprise!" laugh **Fire Fly** politely. The thug #2 mount the turret and try to shoot her down but she is too fast for them and disable their turret by blast its nozzle with a fireball. Nigel start dumping barrels in the water then exploded, sending water in the air. Fire Fly barely dodge them then try to close in until the barrel blast her into the tree, knocking her down and she ride on the log on the water. She got stun for a while and Nigel decide to run over her. As he speed toward her, Fire Fly lift her abdomen.

"How about a little light!" grin Fire Fly then she generate a huge burst of greenish-yellow light, blinding Nigel while she fly pass and grab Ben. They hide in the tree while Nigel struggle to see again. Ben regain consciousness then saw Fire Fly.

"Am I glad to see you!" said Ben.

"Why did you say you're going to use bathroom?! You know I have an emergency!" complain Fire Fly. Ben gave a narrow look in his eyes like he saying "how should I know".

Nigel try to find Fire Fly and Ben but then he notice there's something or _someone_ in the swamp river.

"It's getting crowded here! Dump the cargo overboard!" order Nigel and the thugs dump Shaw into the way then they fled. Ben ride on Fire Fly's back as she fly through the river then grab Shaw and fly back to the van. As she almost reach the van, the watch's symbol on her forehead start flashing and beeping.

"Aw man! Why now?!" exclaim Fire Fly. Then Fire Fly transform back into Gwen and she, Ben & Shaw (unconscious) fell across the trees then land on the shade from the van. Max check if they're okay and Gwen smile nervously.

"I need to use the little girl's room again. That fall scare the skin out of me." smiled Gwen as she blush so red she look like a tomato.

Few minutes later, Ben explain that the object they found underwater, Nigel said they were the eggs of the Krakken, which mean the Krakken is a female. That explain why she attack the port because Nigel has stolen her eggs. Gwen did some searching in the Internet and discover that _Friends of Fish_ does not exist in the website but she found out that Nigel is actually a hunter who hunts rare animals then crate them up and sent them to their dealer.

However Shaw does not interest about the Krakken being a mother or anything, he still want to capture her. He took them to his spare boat but when he untie the boat, Max & the cousins speed off.

At the dock, Nigel emerge out of the water with another egg. After they place the last egg in the tank, Nigel gave an evil grin as he said something about earning a big buck once they sell the baby Krakkens.

Once the trio arrive, "Grandpa, you and Ben should head up and find the eggs." order Gwen.

"What about you?" ask Max as he & Ben climb up the ladder.

"I got a bigger fish to fry!" smile Gwen as she slam the ring down and release a burst of green energy.

The watch sink into her wrist then her arm transform into a smooth scaled arm with webbed hands. Gwen's neck grew gills, her skin turn pale blue-green, her hair turn ocean green and her eyes turn purple eyes. Her clothes were replaced with metallic bra and curved panties with accessories of seashells on her hips and neck. Her fingers grew yellow claws then she stand firmly as she roar and display her razor-sharp teeth.

After her transformation, the Krakken shot out of the water and land on the dock.

"GRAAAWW! RAAARRRR!" roar the Krakken. The thug start shooting her then she slam him away with her tentacle.

"The bigger the Krakken, the bigger the payday!" grin Nigel. He rode on his exo-suit then start shooting the Krakken.

"GRYAAAHH!" the Krakken roar in pain then try to grab her eggs but Nigel grab it and the crane move him away from the mother. Then someone jump out of the water and land in front of Nigel's cockpit.

"You have a nerve to attack the mother of the unborn babies! Let's see if you have the guts to fight me!" growl **Mermaid** with a growl tone in her mature voice. Mermaid try to steal back the eggs but Nigel aim the laser cannon at her face. She open her mouth wide, her teeth suddenly sharp itself to point then grind the cannon apart with her teeth. She punch Nigel but Nigel release an electrical discharge and knock Mermaid down.

Max & Ben sneak through the hallway then stop as Max peek over the door and saw thug #1. He turn to Ben and made a pattern of hand signals, telling Ben that he wait over there while he try to sneak pass the thug. However, the rumble from the fight cause the thug to come out and spotted Max & Ben.

"Okay pal, should we do this the easy way or the hard way?" ask Max as he place his fist against the palm of his hand. Thug #1 smirk as he aim his gun at Max and Ben while they step back. Suddenly the Krakken's tail smash through the wall then slide through the floor. Max & Ben quickly grab the hooks on the ceiling and swing across the hallway while thug #1 fell into water.

"I like the easy way better." said Ben as he cross his arms and Max smile as a respond to his compliment.

Meanwhile in the lake, Mermaid & Krakken clash Nigel as they try to retrieve the eggs while Nigel try to steal it. Mermaid got knock down but found a loose anchor and use it to lasso Nigel then slam him into the ground with full force. Then she place her legs together and they merge into a fish-like tail. She swam at super speed and resume clash with Nigel while the Krakken chase after them. Mermaid had enough of Nigel so she inhale deeply then shriek so loud that Nigel's exo-suit got damaged by the sound. She took that chance to steal back the eggs and swam as fast as she can while the Krakken chase after Mermaid. Mermaid arrive the Krakken's nesting ground then place her eggs there.

"Here. Your eggs are now safe, Krakken." smile Mermaid.

The Krakken roar softly then purr as she cuddle her eggs with her tentacles. Nigel try to steal the eggs again but the Krakken saw him and she grab him, chew his cockpit off then destroy his exo-suit. Nigel try to attack with his knife but the blade snap by the impact on her teeth. The Krakken open her jaws, ready to eat Nigel but Mermaid block her path, telling her to spare him. The Krakken return back to her nest and Mermaid glare at Nigel, who just shrugged in confusion then Mermaid smack him silly.

Mermaid hang Nigel on the broken pieces of the dock and laugh, "Hang around, Nigel. The police will take you some dry place called 'jail'!" Then Mermaid swam away before the police see her. Max & Ben are relieved that the threat is over then they heard a beeping and Mermaid splash out of the water, somersault then release a blinding light and land next to Ben as Gwen.

"The Krakken has her eggs back so she wouldn't be bothering the locals now." smile Gwen.

"Now Nigel & his goons won't harm the babies but I don't know about Shaw." said Max as they saw Shaw is desperately searching for the Krakken but the police took him back the mainland for safety.

Deep below the lake, the Krakken is happily waiting for her babies to hatch and she thanks Gwen for saving her eggs.

**Axle- Gwen, why are you doing as Mermaid?**

**Mermaid- I look so beautiful and sexy in this form. And I heard Mermaids can hypnotize men so they can feel under my charm! Listen to this. *Mermaid start vocalizing with her beautiful voice***

**Axle- Then why am I not hypnotized by your singing?**

**Mermaid- I don't understand...**

**Ben- Wow... You're so beautiful and sexy! Will you marry me?**

**Mermaid- Ben?! What are you doing?! *Ben gave her a deep passion kiss* ACK! He kissed me! On the lip! I got kissed by my cousin! **

**Axle- Oh yeah, I notice there are fanfics about you and Ben are couples. O_o**

**Mermaid- What?!**

**Axle- And there is one fanfic where you and Ben are 18 and you two are washing the cars... and each other. And I mean really washing each other.**

***Mermaid turn pale and become wide-eyed then fainted with her mouth hang open***

***Ben regain his sense***

**Ben- What happen?**

**Axle- Nothing. Gwen just fainted because I show her a bucket of worms for her to eat and she turn white. Leaves some reviews, viewers okay?**


	4. Permenant Retirement

**Chapter 4: Permanent Retirement**

**Hello and thanks for your support. Keep sending those reviews and as for the review of someone named Nerd or something, that Fire Fox idea sound cool! I'll use it as the replacement of Ben Victor.**

**Ben- Lame...**

**Gwen- Shut up doofus!**

**Disclaimer: I don't own Ben 10 characters.**

At the snack shop, Grandpa Max is getting his money from the ATM machine but a big thug toss him aside and call his buddy to move the pick-up trunk's rear closer. Inside the snack shop, Gwen & Ben are buying ice creams.

"Do you have anything that have no sugar?" ask Gwen.

"Napkins. What do you want, kid?" ask the owner rudely.

"Cookie 'n cream." smiled Ben. Gwen heard a noise and look behind her. She saw the thug bore the ATM machine with a hook. A wide grin appear on her face as she run to the exit and she press the watch's button, letting out a beep.

The thug gave a signal and his partner start accelerating but the truck is not going anywhere.

"Come on! What's wrong with this thing?!" shout the thug #2.

Suddenly the truck's steering wheel and dashboard turn black with green digital linings, then the steering wheel morph into an strange head of some creature with a circular green line, acting like an eye.

"Please step away from the truck. That include you, buster!" said the creature. The truck, now black with green digital linings, throw the thug out of its driving seat. Then the colors turn into a blob and distach itself from the truck. The truck return to its original color and the blob turn into a tall female figure with bulked arms, regular breasts, thin waist, wide hips and a single eye. She is colored black with green digital linings and dark purple on the palms, torso, and legs.

The thug frown as he grab the hook and toss it at the alien but she caught it then pull him in and slam him against the pole. He try to stand up but Max place his foot on his chest.

"You're not going anywhere. Great work, Gwen!" smile Max.

"No problem. Where are we heading next?" ask **Upgrade**.

"We are going to visit your Aunt Sarah for the weekend." answer Max.

"Old lady Aunt Sarah?! NO!" scream Ben.

As they drive their way toward to visit Aunt Sarah, Ben was upset.

"Oh man! This vacation was suppose to be F.U.N., not visiting boring old lady!" whine Ben.

"I _love_ Aunt Sarah." said Gwen as she wash the plates.

"Duh! That's because you are like about a 100-years old to like her!" scoff Ben. Gwen ignore him and continue washing the dishes.

They arrive at the Retirement and Ben watch the old people doing... old people thing.

"This is going to be boring..." sighed Ben. Then he saw an old man trying to reach the dish but lost his grips. But instead of falling, he vault over and land on the sidewalk. "Whoa! You saw that?!" ask Ben in awe. Gwen look around and saw nothing.

"Saw what? I think the Sun is melting that pea brain of yours." scoff Gwen and Ben frown.

They park the van and Max, Ben & Gwen went to greet Aunt Sarah. Ben look up the sky and cover his face from the sunlight.

"Seriously, why the old people move to some place so hot?" ask Ben. A squirt of water splash on Ben's neck. "Hey!" Ben turn around and glare at Gwen, who is giving a sly smile and is holding a water gun. She ran ahead as she laugh.

"Now remember kids, watch your cheeks. Aunt Sarah is a pincher." warn Max.

"Max!" called Aunt Sarah.

"Sarah!" greet Max as they share hug. "These are my grandchildren, Ben & Gwen."

"Oh yes, I remember you two. All grown up!" smile Aunt Sarah as she pinch both Ben's & Gwen's cheeks. They groan by the pain. As they enter the house, Ben saw an old man but he just growl and hiss then crack his neck and close the window.

They tour around the house and then enjoy the dinner. Aunt Sarah brought dessert and Ben & Gwen learn the Jell-O are pork chop with walnuts and got gross out. While they're not looking, Ben place his dessert on Gwen's then pretend that he's full. Noticing Ben is being rude, she decided to scare Ben.

"Excuse me, I need to use the bathroom." said Gwen and she went to the bathroom. She close the door then press the watch's button and the ring pop up. She rotate it few times then slam it down. The watch release a burst of green light.

Gwen's body transform into an transparent alien with grey body, no legs and have a single eye. After the transformation, she turn transparent and exit the bathroom. Ben went to the kitchen to find something to eat for dessert. Then he heard something.

"Ben... Ben..." whisper an eerie voice. Ben's eyes shrink to tiny slits and become wide-eyed as he become frozen in fear. "BOO!" shout **Ghost Freak** as she pop out of the wall and become visible, displaying her sharp claws and her menacing eye.

"GYAH!" yelped Ben then he recognized her. "Gwen?! Why you scared me?!" ask Ben as he clutch his chest with his hand and try to catch his breath.

"I notice you are beiiiing rude. You must be at your best behavior or else..." warn Ghost Freak.

"Or else what?" ask Ben as he cross his arms.

"Or I'll give you a little peek of what's underneath my skin." giggle Ghost Freak as she place her hands on the black line then pull her skin open. Ben scream like a girl when he saw something horrifying from Ghost Freak then cover his face with his hands. Ghost Freak close her skin then motion Ben to go and eat that meat Jell-O. Ben nod quickly then went to the diner room. Ghost Freak went back to the bathroom and wait 8 minutes until her transform end.

"Ben, what was that scream?" ask Max.

"N-Nothing, I slipped." answer Ben, whose face is white like he seen a ghost** (literally)**.

Then they heard a toilet flush and Gwen exit the bathroom. "So what's new?" smiled Gwen.

As they went to sleep, Ben decide to walk around the town. He saw Aunt Sarah's neighbor, Marty the creepy old man, driving the golf cart. When the sprinkler turn on, he gasped and steer his golf cart to avoid the spray of water. He start sweating as he drive away. Ben become suspicious and secretly follow him. Marty arrive at the dumbster and he just walk _over_ the closed gate! Ben try to follow him as Marty push the garbage dumb with one hand but Marty heard him and completely turn his head around until he face Ben while his body is still facing the secret door!

"Grah!" growl Marty as he twisted his body to its right position. "GRRAAAAHH!"

"Whaa!" scream Ben as he climb over the gates and run away. Marty chase after Ben and Ben ride on the golf cart to escape but Marty stretch his arms, grab the golf cart and start pulling him in.

"I didn't your face in reverse, I swear!" panicked Ben. Then he saw a golf club. He grab it then shout "Fore!" as he swing the club and slice Marty's hand off. The sudden release send Ben crashing into the lawn. Marty have Ben corner until the sprinkler pop up and start squirting water.

"GYAAAHH!" scream Marty as he run away.

"Okay, what just happen?" ask Ben to himself. He went back home and try to get some sleep.

In the middle of the night, Aunt Sarah was fast asleep in her bed until a green blob crawl its way on her arm. She woke up when she felt something on her arm and was about to scream but the blob cover her face and muffle her scream.

In the morning, Max went out for a morning jog while Ben & Gwen eat some breakfast. Ben check the fridge for something to drink.

"Let's see... Prune juice, prune juice and, oh look, more prune juice. How can old people eat like this?" ask Ben.

Then Aunt Sarah enter the kitchen, "Good morning, kids." greet Aunt Sarah.

"Hi Aunt Sarah, I made you some coffee- Oh no! Sorry Aunt Sarah!" Gwen accidently drop the plate and spill the coffee & a glass of water. The water travel toward Aunt Sarah and she jump & place her feet against the both side of the kitchen's enterance.

"Clean up! Right now!" panicked Aunt Sarah.

"I'm sorry..." sigh Gwen as she grab a towel and clean the floor. Aunt Sarah jump down and ask the kids, "Where's Max?"

"He went outside for a morning jog..." answer Ben.

"Okay, I see. You behave yourself." said Aunt Sarah as she walk away. Ben & Gwen become very confused about since when Aunt Sarah is acrobatic and become afraid of water. Ben told Gwen that some of the old people are behaving very strangely.

At sundown, Aunt Sarah met up with Marty and the other.

"All the humans are ready for transport. What about the boy?" ask Marty.

"Too chewy, I believe. It'll take years until he's soft and tender." grin Aunt Sarah.

"I'm not talking about eating. The boy suspect too much." warn Marty. Aunt Sarah gave a grin.

Meanwhile, Ben is trying to lead Gwen to the secret door he found while following Marty but the old people, who aren't even human, start attacking them with hockey pucks. They ran and hide. Then Max appear from the ally and ask the kids.

"What's going on?"

"They're everywhere!" exclaim Ben.

"I know. Come here, I'll protect you. GRAAAAAHH!" Max roar and his teeth turn yellow and sharp themselves to point.

"Run!" shout Ben as he grab Gwen's wrist and drag her to the garbage dumbster. Ben try to push the garbage aside while the old people/monsters is approaching. Gwen rotate her watch's ring then slam her hand on the watch. The burst of green light blinded everyone.

The watch sink into Gwen's wrist as the expanded blood vessel travel to her eyes. She shot open her eyes, which is now yellow with up-and-down slits. Her body become covered in violet fur with blue stripes, her hair turn pink and grew longer, her fingers grew claws, her teeth grew fangs and she grew a long tail. She slam her claws against the ground and roar, "GRAAAHH!"

Ben struggle to push the grabage dump but then turn around and gasped by the sight of **Wild Cat**. She toss the grabage at the monsters then rip the door open, grab Ben then jump their way down, with Ben screaming. Wild Cat land on her feet and look at Ben, who is turning green.

"Ooh... I'm gonna hurl..." moan Ben.

"Hisss! Raaow!" growl Wild Cat. Unfortunately Ben doesn't understand what is she saying. Then Wild Cat smell something and look up. The monster is following them! Wild Cat grab Ben then start running at high-speed. **(A/N: Wild Cat is as fast as sport car but move more fast when running on four)**

She continue running until they came across two caves.

"Aw man. Which way? Got any idea, nerd?" Ben ask Wild Cat and she reply with a angry hiss. Then she start sniffing in the air... and she quickly turn her head and bite Max/Monster's hand, pull him in then slam him against the wall.

"Come on, you don't want to hurt old Max now, would you?" ask Max/Monster.

Wild Cat growl then roar as she charge toward the imposter and crush him against the wall. The impact cause the ceiling to collasped and bury the imposter. She grab Ben, sniff the air again then took the left tunnel. She continue running until she heard her symbol start beeping and flashing so she gather her strength then jump forward and ram through the weaken wall, shattering it to pieces. A bright red light flashes from the dust and Ben push Gwen away from him.

"Get away from me dweeb! I'm not a test drive dummy!" growl Ben. Gwen stand up and look at Ben.

"When I was Wild Cat, I pick up a scent here." said Gwen. They continue their way in until they found a spaceship with pods everywhere. They were filled with the people of the Retirement, including Max. They ripped the pod open and free Max.

"Uhh... I was out for a walk then... I don't know what happen..." moan Max.

"Come on! We got free these people!" said Ben.

"I wouldn't do that if I were you." warn Aunt Sarah, or better the alien pretending to be Aunt Sarah as she and the others reveal their true form as humanoid blobs.

"Oh you guys make me burn!" scowl Gwen as she slam her hand on the watch. The bright green light blinded the aliens then they stand back as the dust cloud subsided. In Gwen's place is **Heat Blast**! "Now it's time for you to be burn!" growl HeatBlast. She thrust her hands and fire a heat ray at the alien blob. They got bathed in flames but instead of being burned, they merge into one giant alien blob.

"You made a big mistake of choosing that form. We are immune to the heat. What else you think we move to the Retirement?" ask the alien blob.

Heat Blast got wide-eyed then frown as she keep trying to land a damage but to no avail as they are truly immune to flames. The alien blob slam Heat Blast against the ground then start planting its ooze to her eyes.

While Heat Blast distract the alien, Max & Ben manage to open the ship and rescue all the civilian who was inside the pods. Ben found Gwen's water gun and the giant alien send two blobs to stop Ben and Max. When Ben pick up the water gun, they hiss in fear. Ben grin and shoot squirt water at them as they run away. They got hit and turn into vapor.

"Whoa, they're weak against water. Gwen, they don't like water!" shout Ben.

Heat Blast heard him then saw a pipe leaking water. She thrust her hand and fire a heat wave at the pipe, cause it to blast open and pour a huge splash of water on the alien.

"NOOOOO!" scream the alien as it shrink back into a small blob. The ship start humming and shaking. The ship is about to take off. The blob ooze its way back into the ship and the ship blast off to space.

"That's the end of them." sigh Ben.

"Now we have to get these people so they won't think they have left." said Max.

"That will hard to carry all of them." said Ben

"Give me a few minutes & I'll see if **XLR8** will help." smile Heat Blast.

"Thank you for visiting me, Max. I hope I'll see you again!" smile Aunt Sarah.

"Anytime." smile Max.

"Oh and Ben, Gwen told me you enjoy my home-made Jell-O so I made one just for you!" smile Aunt Sarah as she gave Ben a green Jell-O with white and brown chunks. "They're lemon with pork chob and daisy flower!" explain Aunt Sarah.

Ben got freak out then glare at Gwen, who sport a mischivious grin. As they drive out to the highway, deep underground one of the alien emerge from the debris and ooze it way through the cave...

**That's the end of this Chapter. The scary thing Ben saw from Ghost Freak is what you already know, Ghost Freak's true form with tentacles, twisted head that her jaws on her forehead and her eye is on her lower cheek.**

**Ben- She gave me a heart attack!**

**Gwen- Awww, you're such a baby.**

**Ben- That's it! *Ben press the ring and transform into Heat Blast***

**Gwen- Whatever! *Gwen press the ring and transform into XLR8***

**XLR8- Catch me if you can! *She ran outside at superhuman speed***

**Heat Blast- Hey! Get back here! *Heat Blast jump out of the window and fly after XLR8***

**Axle- Let me know when you guys finish!**


	5. Hunted

**Chapter 5: Hunted**

**Axle- When you two stop fighting?**

**Ben- Till she said I'm the best!**

**Gwen- You're not the best if you're so cocky!**

**Ben- Says you.**

**Axle- ENOUGH! You two are driving me crazy! Just shut up or I'll burn all of your Sumo Slammer collection!**

**Ben- You wouldn't...**

**Gwen- He would! XD**

**Disclaimer: Axle don't own any Ben 10 characters. Note: The transformation will be the Omniverse version. Gwen tied up her hair like a pony-tail.**

In the orbit of Earth, inside Vilgax's ship, Vilgax watch the screen from his stasis tank. In the other room, there are three aliens: one is a yellow humanoid robot with one giant claw and four spider-like legs, the second is an armored humanoid with a backpack-like device and the last is black-armored humanoid with bulked body.

"Begin the demonstration." said Vilgax in a raspy voice.

Drones appear and start shooting at the yellow robot. He grab the drone with his claw and crushed it. Then pull out his sword and slice the drone in half. More drones approach and the purple-black armor alien pull out his guns and blasted the drones within seconds. Now it came a large drone (from chapter 1). The black warrior toss a disk and it open up into a hoverboard. He rode on it and fly toward the robot. The robot fire a laser cannon and blasted the black warrior but he suffer no damage. He jump toward the robot, swing his fist and bore through the robot. The robot exploded into pieces after he land on the floor.

"Your abilities are impressive. You're all hired. Here is your mission: You must retrieve the Omnitrix and bring it to me. The one who succeed will be rewarded." said Vilgax. The aliens were jettison from the ship and headed for Earth.

In the middle of the wasteland, a training area was set there. Ben was playing his PSVita while Max is holding the lever.

"Ready, Gwen?" ask Max. Gwen gave a grin then lift her hand up and slam the core down.

Gwen lift her left arm as it become covered in crystal. Her face become covered in crystal with wide mouth & crystal bangs on her head. She grew two short spikes from her back. She wore a uniform, dark blue on the right & light-blue on the left, one pant-leg and one separate pant-leg on her left leg. The watch's symbol was located on her right leg. She struck a pose as the transformation was completed.

"Okay Grandpa. Let's do it!" smirk **Diamond Head** as she drop on defense stance. Max start pulling different levers and Diamond Head fire diamond shards at different targets and use her brain to plan her tactics. She manage to hit all targets without receiving a hit.

"That's it, Gwen. Training's over." smiled Max.

"How I do?" ask Diamond Head.

"You did great, Gwen." said Max with a thumb up.

"Show-off..." grumble Ben as he continue playing his PSVita.

After Diamond Head transform back into Gwen, they left the area in the Rust Bucket. They were half-way through the wasteland until the Rust Bucket drove to a stop. They check the Rust Bucket's engine and saw one of Diamond Head's shot pierce through the oil tube.

"Sorry." said Gwen as she hang her head down.

"It's okay." Max start fixing the tube while Ben ran off to explore the abandoned town. Gwen follow him.

Back in the training area, the bounty hunters arrive and saw the black warrior at the area first.

"_Nig grrk org gah._" scowl the purple-black alien named **Six-Six** as he fly to the training area.

"You can say that again. This planet is as dry as the space rock." scoff the yellow robot named **Kraab**.

The black warrior saw a soda can with a crystal shard pierce through it and pick it up but a claw grab it and yank it away from him. Six-Six gaze at it but the black warrior grab it and snap it away from him. Six-Six growl and arm himself with blasters and staff.

"_Krik gor grrk ro!_" growl Six-Six.

"Oh ho! Big talk from a Setoraggian." chuckle Kraab.

"Get in my way again and I'll rip your arms off." grunt the warrior as he made a threat. Six-Six step away from the warrior, said some swore words in his language then fly away. Kraab jump up, start spinning his legs like a drill and burrow underground. The mysterious warrior walk ahead then yank a rope with his foot, causing the target practice shoot up. The warrior quickly grab his pistol and fire a laser bolt at the training, resulting a huge explosion as the mysterious warrior fly off.

-Abandon Mine-

"AH!" scream Gwen as Ben scared her by jumping out of the box when she walk pass a building.

"Ha ha! I got you!" laugh Ben.

"BEN!" scowl Gwen. Ben stick his tongue out and ran off into the warehouse. "You are soooo _dead_!" growl Gwen as she slam her hand on the watch and release a bright green light.

Ben tip-toe through the warehouse and hide as he wait for Gwen to pass by so he can scare her again. Then an eerie black smoke went through Ben's chest and he start shivering.

"So you like scaring girls? Let's see if you like **Ghost Freak**." grinned Gwen as Ghost Freak when she become visible and ready to open her skin.

"NO! NO-NO-NO! NOT THAT, GWEN!" cried Ben in fear as he quickly close his eyes. Nothing happen except he heard Ghost Freak broke down in laughter.

"Ha-ha-ha-ha! Ben Tennyson is afraid of Ghost Freak! Priceless! I hope you learn your lesson, Ben." chuckle Ghost Freak. Ben growl at Ghost Freak.

"Very funny... If I had that watch instead of you, I will scare you so hard that you might wet your pants." said Ben as he cross his arms.

"Yeah, in your dream." smile Ghost Freak. Suddenly they heard a tremor and the ground exploded in dust cloud. Rising out of the ground is Kraab.

"Well well, I found the Omnitrix first. Must be my lucky day!" chuckle Kraab.

"Who are you, freak?" ask Ghost Freak.

"It doesn't matter, hand over the Omnitrix!" order Kraab.

"Just a sec..." Ghost Freak move her eye from her head to her back so she can see Ben. "What's he talking about? Is he after the watch?" ask Ghost Freak.

"What do you think, Ms. Know-It-All?!" shout Ben.

"I didn't ask for your opinion, doofus!" snarl Ghost Freak then move her eye back to her face so she can see Kraab. "I'm sorry, the watch & I are great partners, beside I can't take it off." answer Ghost Freak.

"Of course, which it's why I will take it with your life." grin Kraab as he open and close his claw twice.

"Let's see you try!" Ghost Freak open her skin, tentacles shoot out and fire a powerful beam from the center but Kraab block it with his claw. When he look ahead, Ghost Freak is gone. She sneak up behind him but Kraab turn his head around and saw her, even when she's invisible.

"Nice try. I fought a Ectonurite before." Kraab swing his claw and blast Ghost Freak into the boxes with yellow slimes, making her visible again. She rub her hand on her head and stood up. As she recover, the symbol start beeping and she transform back into Gwen. Kraab approach Gwen while snapping his claw to show her how deadly is his claw. As he step over the platform, Ben pull the lever and slam Kraab against the ceiling. Then the duo ran out of the warehouse and back to the Rust Bucket.

"Okay, now we- What happen?" ask Max.

"We got attacked by a big yellow robot and he was after the watch, except he call it the 'Omnitrix'." explain Gwen.

"Gwen, let's go back and you turn into Four Arms, Wild Cat or Diamond Head & turn him into tuna can!" said Ben with excitement.

"No. I already use the Omnitrix to become Ghost Freak so I need to wait 10 minutes until it's ready." said Gwen.

"Now you're calling the watch 'Omnitrix'?!" ask Ben.

"If that's the watch's name, then yes I'm calling the watch 'Omnitrix'!" shout Gwen.

"No time to argue, get in the van so we can leave!" said Max and they enter the Rust Bucket & speed off to the road. But suddenly an energy buzz saw pierce through the roof.

"We got company!" exclaim Ben. The energy saw made an opening and two claws open it up. It was Six-Six!

"_Rik grah!_" growl Six-Six as he reach his hand forward to grab Gwen but Max immediately stop the van, sending Six-Six into the road then ran over him. Max then heard popping sound and stop the van. He look outside and check the wheels.

"Oh no." moan Max as he saw several spikes have pierce through the wheels. He saw a mine shaft so he, Ben and Gwen ran to the mine as Six-Six recover from the damage. Before he go after them, the ground exploded and emerge Kraab.

The trio continue running through the mine until they stop to catch their breath. Ben took a peek to see if Six-Six is still following them.

"He's gone." sigh Ben in relieve. Suddenly Kraab emerge from the ground.

"Do you have to say it?" ask Gwen as they start running again. They exit the tunnel in the edge of the cliff. Lucky for them, there is a cable cart to reach the other side. As they ride on it, Six-Six appear, flying through the sky with his jet-pack and tackle the cart, almost knock Max off the cart. He was hanging on the edge and, while Ben struggle to pull Max up, Gwen rotate the Omnitrix's ring dial, selecting an alien form.

"No Gwen! That's what they want!" warn Max.

"I know, but I need to hold them off until you guys reach the other side." said Gwen. When Six-Six dash the cart, Gwen jump toward him and press down the core. She start glowing in green light as she pile drive Six-Six into the bottom of the cliff.

"Gwen!" exclaim Max & Ben. Six-Six emerge from the depth, struggling against **Diamond Head** in an armlock until they crash against the wall. Max pull the lever to go back.

"Grr! Get ready to be shred apart!" growl Diamond Head as she turn her right arm into a blade and attack Six-Six. She was overpowering him until Kraab emerge from wooden floor and grab Diamond Head with his claw. He slam her against the floor then toss her against the wall. Before they finish her, an orb land between them and release a cloud of blue gas. Kraab & Six-Six start gagging then fell unconscious and the mysterious warrior arrive, grab Diamond Head's spike, drag her across the mine until they're back in the town and toss her against the mine cart. She recover and saw the mysterious warrior.

"Are you one of them?" she ask.

"Not likely, I came here for the Omnitrix." he answer.

"I know but I can't get it off! I tried." explain Diamond Head.

"Of course not. You think you can take it off like some kind of a hat?" ask the warrior in sarcastic tone as he bend over and evade Diamond Head's attack. As he kept pushing Diamond Head around while she try to fight, he continue talking, "The Omnitrix is a powerful device that allow the user to transform into different forms, changing their powers, tactics and knowledge of other species. Once it strap on to someone, it download its DNA to your DNA but you use it as a child's toy and never learn to use its full potentials!" scoff the warrior.

"If you know so much, who made you an expert?" ask Diamond Head.

The warrior remove his helmet and reveal himself as... a male Diamond Head!

"You're... like me?" gasped Diamond Head.

"Wrong! I am a Petrosapien warrior, Tetrax Shard! That Omnitrix has my DNA! I was sent here to retrieve the Omnitrix, along with you!" growl Tetrax.

"Not gonna happen!" grin Diamond Head as she thrust her fists to fire diamond shards but the Omnitrix symbol start beeping and transform back into Gwen.

"Very bold, little girl. But I have my order so I'm going to take you with me." said Tetrax as he grab Gwen by her shirt and carry her until Kraab appear with Six-Six.

"Well well. Guess you're not interest with the bounty." chuckle Kraab.

"_Skrrk no roak gah!_" growl Six-Six.

"Yeah, we decide to team up and split the prices. Now hand over the girl or we'll kill these two." threaten Crabnoid as he hold Max & Ben with his claws. Tetrax quickly throw a bomb and ran to the nearby house while they got distracted. As Six-Six start shooting the place down, Tetrax look at Gwen.

"Stay here!" he order then he ran outside and engage Six-Six. Six-Six try to blast him with his laser guns but the crystal field of Tetrax deflected it. He resume fighting with Six-Six but fail to notice Kraab is heading to house where Gwen is hiding. Gwen quickly hid behind the crates & begin to select the alien form. She need something small so she continue rotating until she found the perfect alien form. Kraab continue search for Gwen until he saw a flash of green light. He swing his claw and shatter the crates into pieces but there's no one there. On the ceiling come crawling a 4 inch tall grey-skinned, orange-haired, bug-eyed alien wearing a uniform, pale blue on the top half and sleeves, light-blue on the belly and lower back & black on the legs. She have the Omnitrix symbol on her back. She jump on Kraab's neck and Kraab start moving as he try to shake off **Grey Matter**.

"Get off me! Get off me, you stupid insect!" growl Kraab.

"I wonder what will happen if I pull this?" wonder Grey Matter as she yank off some cables from Kraab's neck. He start going bonkers, destroying everything around him until he drop on the ground paralyzed. Tetrax and Six-Six saw Kraab and wonder what happen. Tetrax saw Grey Matter jump on Six-Six's back and notice the Omnitrix symbol on her back.

"What are you doing?! I told you to stay hiding!" shout Tetrax.

"Hey is this important?" ask Grey Matter as she yank Six-Six's cable. His jetpack was turn on and he start flying out of control. He crash through the legs of the water tower and slide across the ground until he skid to halt next to Kraab. The water tower start falling toward the bounty hunters.

"I hate this rock..." moan Kraab. The water tower crash on them and the water short-circuit their body & lost consciousness.

Grey Matter transform back into Gwen and went to Max & other. Tetrax place a cube next to the bounty hunters and they got absorbed.

"I must leave now." said Tetrax.

"Wait, what about the Omnitrix?" ask Gwen.

"After the performance you made, I think it's in good hand." smile Tetrax. "Here. This is for you." Tetrax give Gwen his hoverboard.

"Whoa! For me?! Thanks!" smile Gwen. Tetrax press the button on his belt and he was transported in a beam of light to elsewhere.

"Why you get the cool stuff?" ask Ben.

"Cause I'm cooler!" smirk Gwen.

"Hmph!" scoff Ben as he cross his arms and look away.

-Vilgax's Ship-

At Vilgax's ship, Vilgax and his drone saw the beam of light travel up to the Earth's orbit then dash off to the deepest part of space.

"I...don't think none of these bounty hunters have the Omnitrix." stammer the android.

"It's seems that there is someone who want to make sure I can't obtain the Omnitrix." said Vilgax.

**Axle- End chapter.**

**Ben- I'm bored. I'm going to take a nap.**

**Gwen- Oh well. I'll read the next chapter.**


	6. Kevin 11

**Chapter 6: Kevin 11**

**Axle- Welcome to the group, Kevin.**

**Kevin- Yeah, whatever.**

**Ben- What are _you_ doing here?! What is _he_ doing here?!**

**Axle- He's here because I invited him and... I promise to pay him $50.**

**Ben- What?!**

**Kevin- It's just business. Chapter 6, moving.**

**Ben- Where's Gwen?**

**Axle- She read this chapter before you two and she lock herself in the room.**

**Kevin- Why?**

**Axle- Dunno.**

**Disclaimer: I don't own anything.**

In Florida, Max got the key to the suites and Gwen took a dip in the bath tub.

"Ahh... I'm in Heaven!" sigh Gwen.

After they settle in the hotel, Ben went to the arcade with Gwen following him, to make sure he doesn't get into trouble. Ben was playing a video-game but lost and ran out of coins.

"Gwen, have another quarter?" ask Ben.

"No, sorry." said Gwen as she shrug.

"It's okay, Gwen. I got one more." Ben went to a baseball game and insert a coin. He ready to play but he immediately lost. "Hey! No fair! That machine ate my quarter!" complain Ben while Gwen shook her head. A teen pass by and rudely said 'read the sign, kid. It's said play at your risk'.

"What a grouch." scoff Ben.

"I agree." said a black-haired boy wearing torn black shirt, short pants and wear a wrist band, who is lend against the arcade game next to Ben & Gwen. "He's just a low-life."

"Nah, I bet he was upset because of his ugly bald-head." joked Ben.

"Ha ha ha! You're pretty funny. Here's your reward for the laugh." the boy place his hand on the machine and release a spark of electricity, causing the machine to spill out hundred of coins.

"Whoa, thanks!" exclaim Ben in awe as he pick the coins and pour it into his bag.

"No-good thief..." mutter Gwen.

"I'm Kevin Ethan Leven. What I did to that machine was one of my special skills." grin Kevin.

"I'm Ben Tennyson and this is my geeky cousin, Gwen." smile Ben. "And thanks!"

"'Geeky'? I don't know, she's seems pretty cute to me." smile Kevin. Gwen's cheek turn bright pink as she become wide-eyed.

"Leven!" Ben & Gwen look at the entrance and saw a group of teens walking toward them.

"See ya, guys." smile Kevin as he walk away but the gang surround him.

"What's the matter, Kevin? Need to recharge your battery?" growl teen #1.

"Hey, guys. What? You don't like what I did to your hang out?" ask Kevin with a cocky smile.

"You're going to pay for that, freak!" scowl teen #2.

Gwen doesn't like Kevin but he said she's pretty so she want to help him. She walk to the arcade games and hide. She press the button and the Omnitrix become active. She rotate the ring dial then press the core down.

Her arm's blood vessel start pumping wildly and travel up to her eyes. She shut her eyes than shot them open. Than her eyes turn green and her face turn blue with stripes and black lips. Her legs transform into lizard-like legs and have black balls on her feet. Her body changed and grew 3 scissor-like claws, black-striped tail and her skin turn blue. She wear a dark and light blue jumpsuit & wear a helmet. She spun around once place the visor over her face and strike a pose.

"No one is going to help you!" growl teen #1.

"But I will!" hissed someone and they turn to find a light-blue reptiloid with the Omnitrix symbol on her forehead.

"Whoa, a little late for Halloween, girl." said teen #3 in confusion.

**XLR8** immediately move to the right, leaving the gang confused. Distracted, the 4th teen did not notice a blue blur zoom by, taking out his buddy in an instant. When he turn around, he gasped in horror before he got hit by a blur. Then the blur toss all the teens against the wall and stand in front of the leader.

"Trick or threat?" grin XLR8.

"Ahh!" yelped the leader and ran away with the others. Kevin was awe then look at XLR8, who wave good-bye and ran off. 10 minutes later, Kevin & Ben step outside and Kevin start cheering.

"Whoa, that chick is not just hot, she's super fast!" exclaim Kevin.

"Yeah, she's quick on her feet." smile Ben.

"I wonder what's her name?" wonder Kevin.

"Her name is XLR8." answer Gwen as she exit the building.

"You know her?" ask Kevin.

"Yeah, she's...a friend of mine." said Gwen as she place her arms behind her back.

"Wow... well see ya later." wave Kevin as he leave. As Gwen & Ben return to the hotel, Ben notice something.

"Why did you save Kevin and told him about XLR8?" ask Ben.

"I don't know... Maybe I feel pity for him." shrugged Gwen.

"You like him, huh?" grin Ben.

"I don't!" growl Gwen as she turn red. Ben chuckle as he went to his bed and fell asleep. Before Gwen go to sleep, she heard a door knock. She check and saw Kevin. She open the door and start whispering.

"What are you doing here, Kevin?" ask Gwen quietly.

"I guess I own you an explanations." said Kevin. "Wanna hang out with me?"

Gwen look at Ben & Max sleeping in the bed then made up her mind. "Okay." she nodded. They left the hotel and arrive at Kevin's house.

"So you live... here?" ask Gwen.

"Sorry, it's all I can find. I was abandoned. The reason I force the machine to release all the coins is because I have the power to absorb energy & use it whenever I want. I had to be a thief to live my life." smile Kevin.

"Well, you need some clean up. I-I'm not saying-" Kevin place his finger on Gwen's lips and smile.

"None taken." smile Kevin. "Wanna eat at Burger King?" ask Kevin and Gwen nodded as she smile deeply. As they enjoy the burgers, Kevin need some recharge so he head outside and place his hands on the generator. He absorb all the electricity, causing a black out on the restaurant. Unbeknownst to Kevin, a thug hold his gun at the owner, demanding him to fill the bag with moneys. Gwen was about to use the Omnitrix until the light went out and the police arrive. The thug ran off and, when Kevin saw the money, think someone dropped it and forgot about it. So he pick it up and keep it when Gwen saw him.

"Kevin, those are stolen money-" before Gwen stop him, the police point their gun at them.

"Freeze! Put your hands in the air!" order the police. Gwen & Kevin start running away and hide inside a warehouse. They got surrounded by polices and they're trapped.

-Hotel-

"Grandpa, have you seen Gwen?!" ask Ben.

"Huh? Uhh...wasn't she in bed?" ask Max.

"Well, no. I thought she's try to scare me by becoming Ghost Freak or Grey Matter but it pass 10 minutes and she's still not here. And look at the TV!" said Ben with shock. Max stood up and gaze at the TV. The news talk about the robbery and the camara caught the presence of Gwen & Kevin.

"What's she doing there? And who is that boy?" ask Max.

"His name is Kevin Leven & they're on a date. And I thought I'm the only one in trouble." grinned Ben.

"Let's go!" order Max.

-Warehouse-

"Now how do we get out?" ask Kevin.

"I want to keep this a secret but I have no choice!" Gwen spin the ring dial, the core pop up then she press it down.

Her arm turn into orange exoskeleton arm then her hair stand up to its end and turn into a flaming orange skin-like hair. Her back grew large wings and her body transform into an insectoid. The Omnitrix symbol is on her forehead.

Kevin got awe by her beautiful appearance. "Wow... you're hot." mutter Kevin.

"Hang on!" shout **Fire Fly** as she grab hold of Kevin's arms then fly through the police force and into the sky. The police helicopter try to follow Fire Fly but she is too fast as she dash through the city, zip pass the street until they hid in the car that's on the trucks carrying the cars. The police helicopter try to catch them on the other side of the tunnel but they lost sight of Fire Fly & Kevin. Kevin & Gwen, who were hiding in one of the cars, check behind them and saw the police gave up. Kevin made a fist pump while Gwen sigh in relieve.

Once they reach to the ally, "That was awesome! How did you do that?" ask Kevin.

"Thanks to this alien watch I found in the forest, called the Omnitrix, I can transform into 10 different alien girls." smile Gwen.

"'Ten'?! So that XLR8 chick... that was you?!" exclaim Kevin. Gwen nodded. "Show me more!" said Kevin.

"I can't. Once I used one alien form, I had to wait 10 minutes or so until I can transform again." said Gwen as she shook her head.

"Let me see, maybe I can make it work." offer Kevin but Gwen move her arm away.

"Sorry, it has a mind of its own." said Gwen.

"Gwen, there is one place I need to go. Come on." Gwen follow Kevin to the subway.

When they arrive at the subway tunnel, Kevin place his hands on the power box and absorb the electricity. The electric discharge cause the rail to switch tracks.

"Kevin, what are you doing?" ask Gwen.

"There is a train carrying a whole bundle of moneys heading this way. I switched the tracks so the train will ram against the other train then you transform into XLR8 and we'll take the money." explain Kevin.

"But many people will get hurt! Kevin, that's murder!" exclaim Gwen.

"Hey, someone must take the risk. Are you in or not?!" ask Kevin bitterly.

"No... I wouldn't let you do this!" growl Gwen as a small tear shed from her left eye.

"I knew you won't understand." growl Kevin.

"I will save those people & I will stop you! Come on, Omnitrix. Four Arms!" Gwen press the core and her arm become covered in rocks then her whole body. Her body ignited in flames as she finished her transformation. The Omnitrix symbol is on her chest.

Kevin become wide-eyed then gritted his teeth in anger. Gwen look at herself.

"Great... Instead of Four Arms, I got **Heat Blast**." moan Heat Blast. Kevin run to the power box and start absorbing more electricity, causing the subway tunnel blacked out. Heat Blast, being the light in the dark, search around the area to find Kevin. Suddenly Kevin leap from behind and grab Heat Blast.

"Let go of me, Kevin!" shout Heat Blast as she struggle to shake Kevin off without burning him.

"Or what? You turn me into roasted BBQ?!" snapped Kevin as he strengthen his grip until his hand touch Heat Blast's chest.

"Kevin?! Get-" before she said anything, Kevin's hand start glowing and release a burst of energy.

"GYAAH!" scream Kevin as he got knock away from Heat Blast. Heat Blast was shocked.

"Kevin, are you okay?" ask Heat Blast as she search for Kevin. Suddenly a huge fire-ball blasted Heat Blast away and she slide across the ground. She shook off the dizziness and look ahead in shock and fear. Approaching her is Kevin but his torso, right arm and face transform into a male Heat Blast.

"I absorb energy, remember?" said **Fire Blast** as he grin evilly. Then they heard a train's blow horn and look to the left side of the tunnel. A bright light show the train is coming. "Payday." grin Fire Blast.

Heat Blast thrust her hand at the power box and blast it with a heat beam until the box melted. The track switch again and the train zoom through its original path. But Heat Blast hear another train heading toward her. No time for dodging, she create a huge wall of fire to propel herself up but the train went through the fire wall and tackle Heat Blast. She recover and try to hang on the train. Fire Blast watch Heat Blast being carry away by the train then glare at the melted power box.

"Forget the money. It's time for revenge!" growl Fire Blast.

Max & Ben continue searching for Gwen as Max drive through the traffic. The radio report about a wild-fire in the subway tunnel and Ben believe that was Gwen. A train exited out of the tunnel and Heat Blast is losing grip so she melt the roof to create a hole and grab hold of it. She saw the vRust Bucket closing in with the shade extended. The symbol start beeping so she stood up and jump off the train as she start glowing and transform back into Gwen as she land on the shade.

Underneath the bridge, the hideout ignited in flames. The gangster walk backward in fear as the flames burn all their stuff.

"Uhh... Kevin? M-Maybe we should talk this out?" ask the leader in fear.

"I don't think so." scoff Fire Blast as he lend his arm over his left arm and resume his assault.

-Rust Bucket-

"Gwen, why are you dating with Kevin?!" ask Max.

"W-We're not dating! We were hanging out and he told me about his special power until he start planning to kill people to steal money." explain Gwen as she hang her head down in shame.

"I understand, Gwen. You would've told me you were going to hang out with Kevin." said Max.

"Do you mean 'dating'?" grin Ben. Gwen ignore him as she felt terrible about what they have done.

"Right now, Kevin has absorb Heat Blast's power and start wrecking havoc at the bridge near us. I must stop him." said Gwen. Another tear shed from her eye as she spin the ring dial, core pop up then slam it down as she select Fire Fly.

Her arm's blood vessel start pumping wildly and travel up to her eyes. She shut her eyes than shot them open. She grew taller, about 12 feet, and her skin turn red-violet. She sprout extra pair of four-fingered arms, her pants-legs become short and she spun around once. She face the fourth wall as she grew two small pair of eyes under her main pair then she strike a pose. The Omnitrix was on her left shoulder.

When she finished transforming, she cross her arms as she appear curl up like a ball. "Great, _now_ I'm **Four Arms**!" groan Four Arms. She exit out of the van then start jumping her way to the bridge. **(A/N: If you wonder about the costume change on XLR8, it's because I can't decide what she will look like so I put her the Ben XLR8 version until now.)**

**-**The Bridge**-**

The gangster got stuck by a large debris and Fire Blast stand on top of it with his arms crossed, laughing. Suddenly he reverted back to normal.

"Huh?! What happen?!" exclaim Kevin as he gaze at his hands.

"Your power is gone!" shout Four Arms as she land on the ground, few feet away from Kevin.

"Then you can give me some more." said Kevin as he hold his hand out.

"No." Four Arms cross her arms as she look away from Kevin.

"Fine! I have enough juice to fry these clowns!" grin Kevin as his hands generate electrical aura and ready to fire.

"NO!" scream Four Arms as she grab Kevin and force him to fire his electrical bolts at the bridge, sending debris down. Kevin gave an evil grin as he place his hands on Four Arms' arms, absorbing her energy.

"HA HA HA HA!" Kevin gave a crazy laugh as his skin turn dark red and his muscular mass expanded as well as grew two pair of arms. He's now 12 feet tall. Then he grew a huge muscular left arm and punch Four Arms' face, knocking her back as Kevin land on the ground. He continue grinning as he look up and face Four Arms.

"Mwah ha ha ha ha!" laugh **Six Arms** in a deep voice as he grew a second left eye and his nose was removed. Four Arms become wide-eyed in horror as Six Arms charge toward her then grew another muscular arm and right-hook punched Four Arm.

Max & Ben arrive and help the gangster to escape. Then they watch as Four Arms & Six Arms engage the fierce battle.

"I will defeat you & I will take all of your powers!" grin Six Arms as he & Four Arms engage in armlocks.

"They aren't your power, Kevin! Stop this madness!" begged Four Arms.

"Never!" Six Arms lift Four Arms up then slam her against the ground. Four Arms stood up but he punched her twice then slam his fist against her face and send her crashing through the wall. Then he yank her hair and ram his knee against her guts then swing his fists down and slam her into the ground. She stood on her knee then the Omnitrix start beeping.

"No!" growl Four Arms. She charge toward Six Arms and land a barrage of powerful punches than slam him against the bridge's leg. Six Arms recovered and admit defeat.

"Okay okay! I give up! Don't hurt me!" begged Six Arms as Four Arms transform back into Gwen.

"You lied to me... You used my feeling & try to steal the Omnitrix's power... And to think that I really like you..." Gwen start crying as her tears travel down her cheeks.

Six Arms growl. "I was kicked out of the house! Ever since my dad died, some stupid moron married my mom and when he learn about my powers, he try to get rid of me by convincing my mother to send me out to the street. And I did left, after I blew up their house as the mark of my revenge! Nobody like me because I'm a freak! When I saw your powers, I thought I found a way to take my revenge on everyone who laughed at me!" Six Arms stood up and charge toward Gwen.

"Not everyone hates you... because _I_ don't hate you! I never hated you from the start because I...I..." Gwen charge toward Six Arms with tears in her eyes after her Omnitrix start glowing. She spin the ring dial and the core pop up as she jump toward him and Six Arms' punch missed. "I LOVE YOU!" scream Gwen as she slam her hand on the Omnitrix and she start glowing brightly. She ram her fist against Six Arms' face and result a huge explosion of fire, sending Six Arms through the building and crash against the wall. Kevin slowly open his eyes as Heat Blast fell on her knee. She broke down in tears as she cry deeply. **(A/N:** **Heat Blast can't shed tears as it turn into steam by the flames)**

Kevin look at himself and saw he return to normal.

"You... love me?" mutter Kevin. He began to shed tears as no one ever love him except hate. He stood up sluggishly and walk toward Heat Blast. Heat Blast look at him as she continue sobbing and sniffing. "Listen, umm... Maybe we made several mistakes. I'm so sorry for lying, Gwen. We will meet again someday, Gwen Tennyson." Kevin place his hand on Heat Blast's shoulder, absorb her power so he become Fire Blast and plant a kiss on Heat Blast's lips. Heat Blast's flames turn pink as she blush and Fire Blast smile at her. Then he start running away then thrust his arms down, releasing bursts of flames to propel him to the air like a rocket. Heat Blast, Ben & Max watch as Fire Blast disappear from their sight.

In the morning, as they begin to exit Florida, Gwen gaze at the city then smile lovely.

"We will meet again, Kevin Leven. I will be waiting for you." whisper Gwen. Ben look at her from his seat then look at Max.

"Grandpa, I was wondering. Kevin turn into either Heat Blast or Four Arms by absorbing Gwen's alien form's powers, so why can he stay longer as that form?" ask Ben.

"It's possible that Kevin can only maintain his form for several minutes & you see how distorted his Four Arms state is. It's seems he can only absorb one-tenth of the alien's power." explain Max. "I believe that some day, Gwen will have to fight Kevin again." Max said that to Ben in a low voice so Gwen can't hear them.

Gwen look at her laptop. On the screen is the drawing of Kevin & Gwen she made. They are sitting on the beach sand, watching the sunset. Gwen smile as she slowly close her laptop.

"Someday, I'll make up for what I did." mutter Kevin, who reverted back to normal. Suddenly a group of robots surrounded him. "What the?! Who are-GYAH!" Kevin got zapped and collapsed as he went unconscious. Then the robots took Kevin to space.

**Axle- Chapter ended**

**Ben- Hey! Where's Kevin?**

**Kevin- Here. Sorry, I got... choked for a minute. *Ahem* I'm okay.**

**Ben- So Kevin got kidnapped, what will happen?**

**Axle- I'm not spoiling it so figure it out yourself but don't worry, Kevin will be back.**


	7. The Alliance

**Chapter 7: The Alliance**

**Axle-** **Okay, I'll present new aliens for you, Gwen.**

**Gwen-** **Thanks! Cool, I got two new aliens already!**

**Ben-** **C'mon, it took some times to earn new aliens.**

**Axle-** **Gwen is a fast learner.**

**Ben-** **I'm a fast learner too. What's the difference?**

**Axle- She's smarter than you.**

**Ben-** **Grr! I'm. Way. SMARTER THEN HER!**

**Disclaimer: I don't own any Ben 10 characters.**

Max was filling up the gas tank of the van while Gwen & Ben buy some snacks.

Max pass the wiper across the rear window. There is a message on rear window that have a sad face saying "Wash me!" before it was wipe clean.

"Nice art, Ben." smile Max.

"Meh, I did it for a statement." shrugged Ben as he eat some chocolate cookies. Suddenly an armored truck exploded and three motorcycle thugs appear.

"No, _that's_ a statement!" exclaim Gwen.

The thugs have their helmet painted in graffiti faces and have different color. One is purple, other is yellow and the leader is red.

"Get these money in the bag!" order the leader. The guard stood up sluggishly and saw the leader. He notice him. "What are you looking at?!" snapped the leader. He toss a long chain and caught the guard.

"I must help them!" Gwen slap the Omnitrix core and she start glowing in green light.

Her arm's blood vessel become overflowing and travel up to her eyes. She close her eyes and than shot them open. She grew 12-feet tall, grew second pair of four-fingered arms and grew second pair of eyes under her main pair. Her skin turn red-violet and strike a pose. She wore the Omnitrix symbol on her upper left shoulder.

"**Four Arms!**" Four Arms jump up high and, upon landing, she slam her four arms against the ground, sending shockwave toward the thugs and knock them out. The leader grab his gun and blast her away but she stood on her feet as she withstand the attack.

-In Earth's orbit-

"My lord, we detected the activation of the Omnitrix!" exclaim the android.

"Send the drones!" order Vilgax, who is now sealed within the tank and covered by a protection wall.

-Back on Earth-

"You mess with the wrong Tetrawomand, mister!" grin Four Arms as she knock out the two thugs and remove their helmets. They're women. "Oh, it's _missis_. Hey, where's your boss-ARGH!" Four Arms got blasted in the back by the leader, who remove HER helmet.

"Right here, sister!" grin the leader named **Rojo**. Four Arms glare at Rojo and growl. Before Rojo blast Four Arms, two drones appear and start shooting them.

"Ugh... Those drones again?!" moan Four Arms. While the two girls ran off, Rojo aim her gun at Four Arms but got hit by Ben who threw a rock at her.

"You brat!" scowl Rojo as she change her aiming and fire her gun. They evade it but the laser struck the gasoline. As the gas exploded into a huge flames, Ben hold his hands up and suddenly, his hands start glowing blue and create a barrier around Max and him. The explosion failed to harm them but Max got banged up by the force.

"Grandpa!" exclaim Ben.

"No!" gasped Four Arms. She grab the drones and slam them together, flatten them like a pancake. Then she slap Rojo aside as she ran to Ben & Max, pick them up then start jumping her way to the hospital.

Rojo stand up right and place her hand on her forehead as she shook off the dizziness. She pick up the broken drone and examine it.

"Just what are you freaks?" wonder Rojo. Suddenly the drone stab its plug on her neck and transfer its data. Rojo scream as her body is covered in red lightning. Rojo's skin turn darker red, her hands turn into metal claws, she grew two red orbs on her shoulders and her eyes turn into red orbs.

When the police arrive and order her to put her hands in the air, she growl and her shoulders pop up & fire powerful laser that destroyed their car. They fled in panick and Rojo grined, "What power! I could steal anything I want without problem!"

-Vilgax's ship-

"The drones has...been destroyed." said the android.

"Sent out more!" hissed Vilgax.

"We may not have to. I discover one of the drone has merged and it's on the move." answer the android.

"Hmm. Guess one head is better than two." said Vilgax.

-Jewelry Store-

Rojo storm through the store, laughing as the civilian ran away in fear. She use her lasers and melt the glass off so she can steal the rings. But when she hold the rings in her hand, the strength of her hands crushed the rings into dust.

"NO! They're worthless now!" snapped Rojo. Suddenly she felt a sharp pain in her head and she drop on her knee as she clutch her head with her hands. "ARGH! What... This pain..." grunt Rojo then she heard a voice.

"_Listen to me, Human. I want you to locate the Omnitrix and I will reward you._" hiss the voice.

"Who are you? And what are you talking about? I work for no one but myself!" shout Rojo.

"_You will do as I say or I will take away your power and your life!_" snapped the voice. "_You will find the Omnitrix because you were already programmed to find it!_"

Rojo stood on her feet and gritted her teeth as she start searching for the Omnitrix.

-Hospital-

The doctor told Gwen & Ben that Max is okay but he'll need some rest.

"Ben, what did you do back there?" ask Gwen.

"I-I don't know. My hands just start glowing and I created a barrier. Maybe..." Ben hold up his hands and make fists. He close his eyes and concentrate. His hands start glowing again. "Whoa! I have super power!" exclaim Ben. He start practicing by create a shield then diamond shard and finally a saucer. Gwen was bore so she start fiddling her Omnitrix until she spotted two different alien forms she doesn't recognize.

"Huh. New aliens." mutter Gwen. Suddenly the window shatter and Rojo flew in the hallway.

"Give me the Omnitrix!" roar Rojo. Ben thrust his hands and fire an energy bolt, blasting her back while Gwen, seeing no one is around, activate the Omnitrix and start glowing.

Her body becomes covered in light-brown fur, her eyes turn oval-green eyes, wear similar bodysuit of Diamond Head's but not pant-legs, and grew long brown quills as her hair and grew several spines. She wore the Omnitrix symbol under her breasts. She spin into a spin ball then strike a pose

"**Needle Mouse!**" shout the humanoid hedgehog.

Ben heard her shout and shook in fear. He turn around and saw Gwen as an alien hedgehog. "Gwen?"

"Yeah! I got a new alien, Needle Mouse!" smile Needle Mouse.

"You scare me with that shout! Why you start shouting your name out?" ask Ben.

"Run, talk later!" shout Needle Mouse as she swing her head down and fire a barrage of sharp needles at Rojo, who put up her guard. Ben and Needle Mouse dash through the emergency exit and run down the stair.

"Ben, that woman look familiar. Have we seen her before?" ask Needle Mouse as they run down.

"Yes, it's that gangster girl. She must've transformed by..."

"Those drones!" exclaim both Ben and Needle Mouse in unison. They heard a blast from above so Ben decide to use his new power to create a saucer and fly down. Needle Mouse curl up into a ball and spin dash down the stair. They reach the bottom floor and head outside. Rojo blast out of the wall and dash toward Needle Mouse but she jump, curl up and ram her down into the ground. She stand firmly and grin. Rojo stand up and fire her laser cannons. Needle Mouse got knock back and crash against the wall.

"Ouchie! She pack a punch!" exclaim Needle Mouse.

"Give me the Omnitrix!" growl Rojo as she fire her laser again but Ben create a barrier and deflect the beam. But he accidentally send the laser at the mountain and blast the mountain, causing an avalanche of rocks. Rojo grin as she dash up in the air. Needle Mouse start spin dash across the street, chasing Rojo while Ben use his powers to lift all the rocks and toss them into the river. Needle Mouse jump toward Rojo and knock her down. Then she spin dash around her, creating a tornado and sent her crashing into the gasoline truck, causing an explosion that send her flying to the other side of the city.

Rojo stood up from the crater she made from her crash and growl angrily. Then the pain struck her again and the voice talk to her again.

"_Where is the Omnitrix?!_" ask the voice.

"I didn't get it. And how nice, you didn't tell me I'll be facing super heroes! I done with this!" growl Rojo.

"_YOU WILL FIND THE OMNITRIX! IF THEY WANT TO BE HEROES, THEN MAKE THEM COME TO YOU!_" boomed the voice.

Back at the hospital, Ben & Gwen explain what happen to Max.

"When I was fiddling with the Omnitrix, that woman from before attack us. She somehow merge with those drones and seems to know the Omnitrix's name. Ben & I manage to chase her away but who know she come back." explain Gwen.

"Guess that's why I was sent to a new room." chuckle Max.

As they went to sleep, Ben walk around and look at the view. Then he overheard the radio from the lobby saying a mechanical woman is attacking the police station and he left.

Gwen woke up and notice Ben is gone.

"Grandpa, where's Ben?" ask Gwen.

"I don't know." answer Max when he woke up. The TV gave report of the woman attacking the police.

"I think I know where he is." Gwen ran off as she spin the ring dial and press the core down.

-Police Station-

Rojo blasted every police car in her way, hoping it will bring Gwen out. Then she got hit by a series of energy bolts. She look over her should and saw Ben.

"Not what I'm looking for, but I'll enjoy squeezing the life out of you." smirk Rojo.

"Let's see if you try." Ben thrust his hands and fire a focused-energy beam. Rojo counter with her laser cannons. Both beams exploded but Rojo dash through the flames and swing her claws at Ben but he caught her with his energy field, lift her up then slam her across the street. Rojo stood up and growl.

Ben & Rojo heard a rumble and turn to see a giant tank. The tank aim its cannon at Rojo and blast her away. She recover with no damage and dash under the tank, lift it up and, after the pilots bail out, throw the tank at Ben. Before the tank squash Ben, a blue blur grab Ben, evade the crashing tank, then repeatedly jab Rojo and run around her, spinning her uncontrollably until she's dizzy. Then the blur retreated to the alley.

"Are you crazy, Ben?!" hiss **XLR8**.

"I thought I can beat her on my own. I was winning but it seems she was testing me." said Ben. "I'm just activated my power so I'm exhausted."

"So am I." said XLR8 as the Omnitrix symbol start beeping and she turn back into Gwen. They start running through the training ground and hide in the warehouse. While Rojo search around the training ground, Gwen receive a phone call.

"Hello? Oh hi Grandpa. Yeah, Ben is alright. Ben & I attack that woman all-out but we can't beat her!" explain Gwen.

"_Gwen, listen: If you can't beat her from the outside, beat her from inside._" advise Max.

"Of course! Thanks Grandpa!" smile Gwen as she hang up.

"Got a plan?" ask Ben. Gwen nodded and start rotating the ring dial. The core pop up and she press it down. Her arm turn black with green stripes and her whole body transform into a humanoid with slender waist, bulky arms, green stripes on her body, dark blue torso and she have one eye. The Omnitrix is located on her chest.

"**Upgrade!**" shout the humanoid alien with electronic tone in her voice.

Rojo sense the Omnitrix's energy and blast through the wall. She spotted Ben and grin as she ready her shoulder cannons. "Where is the Omnitrix?!" growl Rojo.

"I won't tell you!" smirk Ben as he thrust his hands and fire an energy beam. Rojo quickly fire but failed as she got blasted & Upgrade pounce Rojo and merge with her.

"Get off me!" scream Rojo. Suddenly she got electrocuted and scream in pain. Then Upgrade found herself in an empty space. In front of her is a giant alien head with octopus-like tentacles acting like beard and hair on the back of his head. He face Upgrade.

"_Remember this, Earthling. Someday I will find you. And once I do, I will destroy you and retrieve the Omnitrix!_" hiss Vilgax.

Back in reality, Rojo use her claws and grab the blob on her face. She rip it off and toss Upgrade against the wall.

"DIE!" growl Rojo as she fire her laser cannons. Upgrade fire a powerful energy beam from her eye and counter the beams. Upgrade won the skirmish and knock Rojo into the wall. Then she merge Rojo again and electrocute her. She release her and Rojo stand on her feet. Suddenly her skin return to its normal color and all the mechanical parts fell off her body.

"I'm... normal?" said Rojo in shock.

"Half-normal is better said." correct Upgrade.

"I-I didn't mean to do all of this. There was this voice in my head that force me to do this! You gotta help me!" plead Rojo as she shift her eyes to her blaster rifle on the floor. She kick it up, grab it and aim it at her. Suddenly she was covered in blue barrier and got slam against the wall. She got knock out cold then Ben lift her up and carry her outside. When the police arrive, Ben place Rojo on the policeman's arm.

"She's all yours!" smile Ben as he walk away. Upgrade wave good-bye and join with Ben. The police look at Rojo then at Upgrade & Ben.

-Later-

Max, Ben & Gwen exit the hospital and Max take a deep inhale of the fresh aroma.

"Ahhh, it's great to get out of the hospital." smile Max.

"Gwen, what happen back there? When you were Upgrade?" ask Ben.

"I don't know. I was floating in space and there was this...giant octopus-like head. He said he want the Omnitrix. And he'll kill me in order to obtain it." explain Gwen.

Max remain stunned as the word 'octopus-like head' made him uneasy.

"Grandpa?" ask Ben.

"It's nothing. Get in the van." smile Max. As they enter the Rust Bucket, Max look up at the sky as if he have a feeling he know who is the villain that want the Omnitrix.

**Axle- Chapter finished**

**Gwen- I'm super-awesome!**

**Ben- Gwen, why you start shouting your name out?**

**Gwen- To put fear on my enemy.**

**Axle- Okay, I'm going to write a new chapter.**


	8. Ben 14 & Gwen 10

**Chapter 8: Ben 14 & Gwen 10**

**Axle- Ben, what wrong?**

**Ben- I'm Half-Anodite but I have a Omnitrix.**

**Gwen- I was wondering that too.**

**Axle- Ben, you're Ben 14.**

**Ben & Gwen- Eh?!**

**Disclaimer: I don't own any Ben 10 characters.**

**P.S.: Anyone who has new ideas of alien forms, please let me know in the review.**

In the museum, Ben, Gwen & Max were on the tour. The tour guide show the people around the area and introduce them the Book of Spell. Suddenly everyone got levitated to the air. Gwen & Ben look down and saw a mysterious man in cloak, whose face was painted in skull, float his way to the Book of Spell. He lift up the book and start chanting in unknown languages & got bathed in bright light. Gwen spin the ring dial, the core pop up and she press it down. She start glowing and transform into a reptilian being.

"**XLR8!**" shout the lizard and Ben throw an energy bolt at the mysterious figure. It struck him, interrupting his concentration. Everyone start falling and Ben quickly create a platform to stop their fall.

"Gw- XLR8, stop that creeper!" shout Ben.

"Right!" XLR8 dash toward the mysterious man and attack him but he have such supernatural power and use his specter to levitate objects and attack XLR8. She quickly evade the attack and jab the figure's face. "In your face!" joke XLR8.

"Argh! You despicable creature!" the man start chanting a spell and fire a powerful beam from his specter. It struck her Omnitrix symbol and XLR8 crash against the wall. Ben run to XLR8.

"XLR8, are you okay?!" ask Ben.

"I'm fine... Huh?!" XLR8's Omnitrix symbol start flashing blue & a voice was heard.

"WARNING: UNKNOWN ENERGY SOURCE DETECTED! THE OMNITRIX'S FUNCTIONS WILL BE CORRUPTED! RELEASING ENERGY NOW!" The Omnitrix fire a blue beam and struck Ben. Ben yelped as he fell backward. When he look at his arm, a dublicate of Omnitrix clamped on his wrist. The core pop up and show the silhouette of Heat Blast.

"XLR8, I got an idea!" grin Ben.

"Ben, why do you-"

"IT'S HERO TIME!" shout Ben as he slam the core down.

The "Omnitrix" release a burst of green light. Ben's arm become covered in dark red rocks and travel up to his eyes. He shut his eyes than shot them open. Ben's body was covered in dark-red rocks than he ignited in flames, gaining yellow glow on his body and his head was covered in flames. He wore the "Omnitrix" symbol on his chest and struck a pose.

"**Heat Blast!**" shout the male Heat Blast.

"'Heat Blast'?!" exclaim XLR8.

"XLR8! Run around that guy and create a tornado! Once I give the signal, you get out of there!" order male Heat Blast.

"Okay..." agree XLR8. She start accelerating her feet to its highest then run at ultra fast speed and create a blue tornado around the mysterious man.

"NOW!" shout male Heat Blast. XLR8 quickly jump away as Heat Blast thrust his hands and discharge a heat beam. The heat beam ignite the blue tornado into a huge firewall then exploded. The man fell unconscious by the blast and lost one stone piece from his collar. XLR8 pick it up and male Heat Blast & Max meet up with her.

"Great work, you two." smile Max.

"No problem." smirk male Heat Blast.

After everyone congratulate XLR8 & male Heat Blast for saving the museum, they left in the Rustbucket and the duo reverted into Ben & Gwen. Gwen start arguing with Ben.

"Whatever that guy did to the Omnitrix cause it to create a duplicate Omnitrix BUT you have no right to call that fire guy 'Heat Blast'!" growl Gwen.

"Why? He's the same alien as your Heat Blast!" argue Ben.

"But we can't have two alien named 'Heat Blast'!"

"So I'll change his name. What shall I name him?" said Ben as he stop arguing.

"**Charcoal Man**?" giggle Gwen.

"That's...awful! How about **Nova Blast**?" ask Ben.

"Fair enough. Check your **Copytrix** to see what other aliens you have." said Gwen.

"Nice name... Copytrix. Let's see..." Ben rotate the ring dial. He seen many identical alien forms. "Okay. **Four Arms**?"

"**Red Man**?" giggle Gwen.

"Very funny! **Tetra Arms** sounds better. Tetra means 'four', right?" ask Ben. "**Grey Matter**?"

"**Midget**?" snicker Gwen.

"ARGH! Stop it, dweeb! I think 'Grey Matter' is the only thing that describe him." sigh Ben. "**XLR8**?"

"**The Running Man?" **giggle Gwen. Ben throw a pillow at her face and gave her a death glare.

"**Turbo**?" suggest Gwen.

"Hmm-mm, that have a ring to it." nodded Ben. "**Upgrade** & **Diamond Head**?"

"**Mecha Merge** & **Diamond Shard**?" ask Gwen.

"Now you're serious! Well, that's done! The remaining aliens are different from yours, Gwen. I'll think their names later" smile Ben. Then Gwen's stomach start growling and her cheek turn pink. "Who's hungry?" grin Ben.

When the doctors was about to take the man they identify as **Hex**, he woke up and dash out of the ambulance. He return to the museum and successfully stole the Book of Spell and start his ritual. But nothing happen and he discover one of his amulets is missing. "One of the charms is missing! Of course. The battle with those creatures."

-At the restaurant-

Max, Ben & Gwen finished their dinner and enjoy their walk on the town until three gangster stole the purse from an old lady. Ben doesn't want to show everyone about his super-power so he decide to hide and use his Copytrix. Gwen got the same ideas. They hide behind the ally and rotate the ring dials, selecting their aliens.

Ben press the core and release a burst of green light. His arm's blood vessel become overflowing and travel up to his eyes. He shut his eyes close & shot them open. His body becomes covered in yellow fur with black mane on his head, and black fur on his forearms and forelegs. His face turn grey and simian-like, grew lightning like horns on his forehead & have white sharp teeth. He had white lightning bolt-like stripes that separate the black and yellow furs and wore the Copytrix symbol on his chest. He roar and slam his fists together, release a burst of electricity.

Gwen press the core and release a burst of green light. She lift her arm up as it was covered in green crystal. Her face become covered in crystal, have wide mouth, two spikes on both side of her head and three crystal-like bangs on her head. She grew two small green shards on her back. She wore a uniform with one pants-leg and a pantyhose on her left leg. She wore the Omnitrix symbol on her right thigh and stood firmly.

"**Shocksquatch!**" roar the humanoid simian in Canadian accent.

"**Diamond Head!**" yell the female Petrosapien. "That's your new alien form?" ask Diamond Head.

"Yeah. Cool, isn't it?" grin Shocksquatch. The duo step out of the ally and face the gangster. At first, they think they're costumed teens but when Shocksquatch zap the first thug, knocking him out cold and Diamond Head morph her hand into a blade and slice the second thug's hair off, leaving him half-bald, they panicked and try to run away but Diamond Head trap them in the field of diamond. The policewoman arrested them when she arrive and was told by the old lady that the duo are the one who capture them.

-7:45 AM-

Gwen heard a thumping sound from outside and she woke with a loud yawn. She scratch her eyes and walk outside just to have her head hit by a basketball.

"Ow!" moan Gwen. She look ahead and saw Ben grab the basketball with his powers then toss it into the basket. "What are you doing, Ben?" ask Gwen.

"Testing my powers and checking out my new alien forms. And get these names. Ahem! **Spitter, Big Chill, Spider-Monkey, Cannonbolt, Brainstorm, Jetray & Articguana**."

"Who are they?" Gwen ask in big confusion.

"**Spitter** is a green lizard with a huge mouth that spit powerful goo that trap foes. **Big Chill** is a humanoid moth that can breathe ice and become intangible. **Spider-Monkey** is a blue monkey with eight eyes, two extra arms and have spider-like ability. **Cannonbolt** is a big alien who can curl up into an armored spin ball.** Brainstorm** is crab alien that create lightning and super-smart like Grey Matter. **Jetray** is a red manta-ray alien who can fly at high-speed and fire laser from the eyes & the tail. **Articguana** is a blue lizard who can breathe powerful ice blast. Adding with my other aliens, I have 14 super-cool alien dudes! Is that cool or what!?" exclaim Ben.

"Cool. But I go with 'or what'." snicker Gwen. Ben said nothing or feel offended. Suddenly they heard a crash and they look at the construction site. The workers got near hit by the loose steel bar and are hanging from the edge.

"We must rescue them!" exclaim Gwen.

"Wanna race?" grin Ben as he select a form that have four arms and small, and have a tail. Gwen gave a "are you stupid" look on her face.

"I take that as a 'yes'!" Ben press the core and release a burst of green light.

His hand becomes covered in blue fur and gain three fingers than his whole body turn blue fur. He grew an extra pair of three-fingered arms and grew two extra pair of eyes above his main pair. He had blue spiked fur on his head and grew a long tail. He wore the Copytrix symbol on his chest.

"**Spider-Monkey!** Ooh-ahh!" squeal Spider-Monkey. He ran toward the elevator and start climbing.

"Oooh _Ben!_" growl Gwen as she press the button and press the core.

Her arm's blood vessel start overflowing and travel up to her eyes. She shut her eyes close than shot her eyes open. Her body start growing pink fur with bluish stripes, her hair grew longer and turn rose like color, her hand grew claws and she grew two tiger ears and a tail. She wore the Omnitrix symbol on the black brace on her right shoulder and she slam her hand against the ground.

"RAAGH!" roar **Wild Cat**.

"Good morning, Wild Cat. Where's Ben?" ask Max, who was eating breakfast.

"Grarr..." Wild Cat growl as she ran ahead and follow Spider-Monkey on the construction site.

"Oh I see." said Max as he saw Spider-Monkey. The two aliens succeed of rescuing the workers and return back to the Rustbucket & revert back to normal. Gwen pick up the amulet and decide to run info about it. She discover the amulet was one of the amulets on Hex's collar. It said each give different powers; clorokinesis, super strength, luck, flight & discharge laser that separate molecular cells. Once together, the Book of Spell will grant the wielder tremendous power.

"If this one is the one that separate molecular cells, it cause the Omnitrix to overload then release it in a form of Copytrix. If that creepy guy want great powers, he gonna need all of the amulets." explain Gwen.

"Then he's going to need that one but first he going to get pass us first!" smirk Ben. Then the radio report about the people are trapped in a haunted house that came alive. So they quickly head for that place.

-"Haunted" House-

They quickly arrive and they saw many people in trouble, some stuck on the moving platform & other are stuck on the moving stairs.

"Ben?" Gwen look at Ben. Ben nodded and use his powers to save the people off the platform and place them on the floor. Hex appears in front of them.

"Give me back the amulet, children." order Hex.

"Ben, Grandpa, save the others while I distract him!" shout Gwen as she ran off with the amulet in her pocket. Hex took off after her. Ben select his form and slam the Copytrix's core down.

The Copytrix release a burst of green light. His arm's blood vessel overflowed and travel up to his eyes. He shut his eyes close than shot her eyes open. He grew 12 feet tall, grew an extra pair of four-fingered arms and an extra pair of eyes under his main pair. He have black stripe on his head and chin, wore black fingerless gloves and have a black-white uniform. He wore the Copytrix symbol on his chest. He strike a pose as his transformation is finished.

"**Tetra Arms!**" shout the male Four Arms. He grab the people and drop them near the exit, so they can escape.

-Meanwhile-

Gwen continue running through the catacomb but multiple energy blasts shatter the tunnel and she barely dodge it. She reach outside but Hex use the amulet's powers and summon the trees to move and grab Gwen with vines. She got wrapped tight and Hex took the last amulet away. She had her face wrapped over to cut off her oxygen. She quickly move her hands together and randomly select the alien. She press the core down and her body start glowing. When Tetra Arms & Max arrive to help Gwen, the vines exploded into pieces and emerge a green-skinned humanoid woman with dress made of palm leaves, vines warp around her arms & on her head is a rose bud. On her belly is the Omnitrix symbol.

"RAGH!" scream the humanoid then she look around in anger.

"Gwen? Where's Hex?" ask Tetra Arms.

"He got the charm! He's starting the ritual at this second!" growl the humanoid.

"Then we must hurry!" said Max.

As they arrive at the graveyard, they found Hex. Hex notice them so he release red smoke from his staff and brought three statues alive. One is a small gargoyle, a medium-sized gargoyle and a large gargoyle. Hex begins his rituals while his minions distract them. He become bathed in bright light and everything begin to levitate.

Max was able to lift up a pipe with a stone attached to it. He swung at his hardest and shatter the small beast into pieces.

The second beast attack Gwen but she easily dodge and gave a grin.

"You may be fast but you can't beat **Blossom Rose**!" laugh Blossom Rose as she slam her fist against the ground and summon two giant vines that wrap around the beast and crush it in half. "Yes!" cheered Blossom Rose.

The giant beast grapple Tetra Arms and ram him against the wall. Tetra Arms use his four arms to grab the giant and head butted him. The giant roar and slam his tail against Tetra Arms and he crash against the statue. The stone sword fell off and Tetra Arms pick it up.

"Come and get me, ugly!" grin Tetra Arms. When the giant charge toward Tetra Arms, he impale the stone sword through his stomach then wrap his four arms around his head. The combined strength of his arms crush the giant's head. Once they're dispose, they turn their eyes on Hex. He's almost completing his enchantment so Max throw the rock on his back, interrupting him again.

"Argh! Why you-!" Hex said an enchantment and summon vines to attack the trio but Blossom Rose raise her hand and the vine halt then change direction and grab Hex. "What!? How-"

"I can control plants in this form, Hex." grin Blossom Rose. Tetra Arms yank the vines to pull Hex toward him, grab him and throw him against the wall. Then he fell in the coffin and they seal it. The coffin open up and Hex got blinded by the light then the next thing he know is that he got cuffed. As the police took him away, Tetra Arms destroyed the amulets and the Book of Spell so no one can misuse them.

-Later-

"Well, we save the day and destroy the powerful items." smile Ben as he rest on the bed with Gwen.

"Yeah, but tell me one thing Ben; am I the best superhero? Better then you?" ask Gwen.

"Ah no need for that, Gwen. We're both pretty-good heroes, right?" smirk Ben as he rest his head on his hands.

"Okay..." sigh Gwen. Ben doesn't like to see her sad so he sigh and take a deep breath. He open his mouth and ready to speak.

"Gwen. You're the best superhero and cousin I ever have." said Ben. Gwen was surprised that he said that and smile. "There. I hope that satisfies you because I won't said it again for a long time." smile Ben as he rest his head again.

"Don't need to." grin Gwen as she reveal a tape record from her pillow and replay the words he said.

"Ah man!" moan Ben as he place two pillows on his ears and drop on the bed in defeat and struggle to not listen the words he said to her over & over.

"Ah ha ha ha." laugh Gwen.

**Axle- Mission completed**

**Ben- Wow! Now I wield the power of Anodite & the Copytrix?! Now I know why I'm Ben 14!**

**Axle- Glad to help.**

**Gwen- Where's Kevin? I haven't seen him for a while.**

**Axle- Oh he'll be back. In next chapter. And it will be a shocker! Or not...? **

**Note: All of Ben's first alien forms (Including Cannonbolt, Articguana & Spitter) wear the same uniform as Ben 10,000)**


	9. Secret

**Chapter 9: Secrets**

**Axle- The day have come! Vilgax is gunning for you two now!**

**Ben- It thought it was Gwen he want?**

**Gwen- Yeah, what's up Axle?**

**Axle- Oh right! Sorry, with the Omnitrix & Copytrix together, it got me confused. Begin chapter.**

**Disclaimer: I don't own Ben 10 characters. **

**Note: Remember that I didn't put Stink Fly on Gwen because she might look too ugly? Well, I found one image of Gwen as Stink Fly and, I'll admit, she look so sexy and beautiful. So I'm giving her Stink Fly.**

**Ben- And Gwen & I have unlocked the Master Control, of course we don't know how to use it yet.**

On the monitor, it show a high-speed chase of two thugs fleeing in an armor truck. Its wheel popped by a diamond on the street and skidded to a halt. The thugs try to flee on foot but two got caught by a tower of crystal shard then the last one grab a man and threaten to kill him but appearing behind him is a female diamond-like woman. The thug turn around, saw her and repeat the same threat but gave up when **Diamond Head** turn her right arm into a blade.

On the other monitors, it show **XLR8**, **Upgrade**, **Mermaid** & **Blossom Rose** saving many people.

"That Earthling who obtain the Omnitrix from me has used it to play SUPERHERO?!" growl Vilgax. "And yet, she created a duplicate of the Omnitrix for a male Earthling!" he growl as he stare at the monitor where two pair of aliens are doing good deeds: **Spider-Monkey** & **Heat Blast**, **Tetra Arms **& **Four Arms** and **Turbo** & **Fire Fly**.

"Shall I send the drones?" ask the android.

"No... I decide to do this myself!" grunt Vilgax as his stasis tube open up and reveal him with new muscular arms, legs and wear new armors with steroid pumps on his new arms. On his mouth is a mask for his lungs since he's still have breathing difficulty. He stood up firmly and gaze at the monitor.

-Planet Earth-

"WAAAAHH!" scream Gwen as she shot up from her bed. Ben & Max woke up with a start and look at Gwen.

"Gwen, what's wrong?!" ask Ben.

"It's that octopus head again! He was glaring me and I couldn't move! My body felt like noodle and...and..." panick Gwen.

"It's alright, Gwen. You just have a bad dream." smile Max. "Now let's get some sleep."

"He was staring right at my face and said 'I'm coming for you now'." explain Gwen. Max got wide-eyed.

"Change of plan, we're leaving now!" said Max.

"But Grandpa, it's 1 o'clock of the morning." said Ben.

"Faster to miss traffic!" answer Max as he start-up the Rustbucket.

-Nearby City-

A giant meteor came falling from the sky and crash into the building. The flames subside and reveal it as a giant sphere with multiple spikes. It start rolling through the city, destroying buildings in its path. Popping out of its body are drones, about 50 of them, and send them to wreak havoc.

The Rustbucket was driving through the meadow while Ben fiddle around Gwen's laptop. Gwen quickly took the laptop away and Ben just shrugged. Then they saw a rising smoke from the distant.

"There's trouble in the city!" exclaim Gwen.

"Gwen, don't do it!" warn Max but Gwen ignore him and jump out of the Rustbucket. Max halt the van and try to stop her but Gwen press down the core & transform into **Heat Blast**. She thrust her hands down & propelled herself into the air by using the flames as rocket thrusters. "Ben, go after her!" order Max.

"Right, Grandpa!" nodded Ben as he press the core down & start glowing in green light.

Ben grew wings underneath his arms, his hands has three fingers, his skin turn red & grew yellow horns on his head. He had gills on his body and two lightning bolt-like strips that goes from his shoulders to his Copytrix symbol on his chest. "**Jetray!**" shout the alien as he jet through the sky at high-velocity.

The drones continue wreaking havoc until half of them exploded in a blast of fire. Landing in center is Heat Blast.

"Well well, what do we have here? You guys again! You want a piece of me? Then come and get me!" taunt Heat Blast as she turn around, bend over and slap her butt twice. The drones start shooting her but she quickly disappear in a pillar of fire then reappear in the air, throw two crescents heat blades that slice them in half and blast half of them with her heat ray. She stood on her feet and stick her flame-like tongue out & place her hands on the both side of her head. "Nah nah nah! Ppffffttt!" taunt Heat Blast. Suddenly twin green energy ray travel across the drones and they exploded. Then Jetray arrive in the air.

"You know Heat Blast, that was stupidest thing you ever did; disobeying Grandpa's order! I thought you're smarter than that." argue Jetray.

"I'm sorry, Jetray." sigh Heat Blast. Suddenly the giant sphere appear in front of them and open up, revealing a cockpit. The cockpit open and the pilot step out. It's Vilgax!

"You!" exclaim Heat Blast.

"Pyronite & Aerophibian, which one of you have the original Omnitrix?" ask Vilgax.

"What did he call us?!" ask Jetray in anger.

"I think that's the name of our alien forms' species. Like our diamond friend, He's called Petrosapiens." said Heat Blast.

"Tell me, Which one of you have the ORIGINAL Omnitrix?!" scowl Vilgax.

"Sorry, we wouldn't tell you!" smirk Jetray as he fire neuroshock blasts at Vilgax but the lasers didn't phase him and he start walking toward them.

"Hmph. According the drone's scanner, YOU have it!" Vilgax swing his arm at Heat Blast but she jump away and thrust her arms forward, discharge a huge heat beam that engulf Vilgax. Vilgax emerge undamaged.

"What?!" gasped Heat Blast. Vilgax hold out a gun and fire an energy net. Heat Blast got caught and trap against the wall. Jetray try to attack Vilgax but he slap him aside and he crash into the building.

"Finally the Omnitrix will be mine!" grin Vilgax as he approach toward Heat Blast.

"You'll never get your filthy hand on the Omnitrix! RAGGH!" growl Heat Blast as she ignite her body into a firewall, melting the spikes and deactivate the energy net. She fell on her feet then charge toward Vilgax and jab his legs but no effect. She jump away and create a huge fireball & toss it. Vilgax got blasted but he continue walking toward her. Then Jetray arrive and fire his energy rays from his eyes and tail. It struck him but he ignore the pain and continue walking toward the duo.

"Heat Blast, melt the street while I'll blast him with full power!" order Jetray. His eyes start glowing very brightly and discharge a powerful energy beam. It slowly push Vilgax away but he continue walking forward, withstanding the beam. Heat Blast inhale deeply then exhale a blast of fire at the street. The fire spread across the street and struck Vilgax. Suddenly Vilgax become struck in sizzling hot tar and fell on his knees. When Max arrive in the Rustbucket, he saw Heat Blast & Jetray battling Vilgax.

"No... It can't be!" gasped Max.

"You cannot stop me!" growl Vilgax. Max park the Rustbucket between them.

"Get in the van, now!" order Max.

"Come on, Grandpa! We're kicking alien butt!" smile Jetray but Heat Blast grab him and drag him in the Rust Bucket. They reverted and Max drive away.

"Benjamin, Gwendolyn, you two should not think about battling Vilgax, understand?" said Max in a serious tone. Gwen & Ben look at each other.

"Uh...Grandpa, how did you know that guy's name?" ask Ben.

"Grandpa...what's going on?" Gwen also ask. But before he can answer, more drones were pursuing them and start firing laser at them. Max steer the Rustbucket and can barely evade the laser fire. Gwen spin the ring dial, press the core and start glowing in green light.

Her arm turn dark green and have three black claws. She now have four yellow eyes with long tubes on the edges and her hair & face turn light-blue with green marks on both side of her face. Her legs become a insect-like legs, grew a long tail with larger stinger and grew two extra legs from the tail. She wore a dark and light blue jumpsuit that cover also her tail. She grew four insectoid wings and flap them at supersonic speed. She wore the Omnitrix symbol on her neck collar.

"**Stink Fly!** Yes, new alien form!" chimed Stink Fly with fist pump.

"Man, you stink! No wonder you're call 'Stink Fly'." complain Ben.

"Shut up, doofus!" snapped Stink Fly then she open the door. Max notice her and protest.

"Gwen, don't!" he shout but failed as Stink Fly took off to the sky. She evade the lasers from the drones then she fire acid goo from her eyes. The goo seal the blasters and cause the drone to exploded. Stink Fly then approach the last drone. She land on it, turn around and stab her stinger against the drone's hide. She fly forward, ripping the drone apart then it exploded.

"Float like a butterfly, sting like a Stink Fly!" giggle Stink Fly. Suddenly Vilgax appear from below and grab Stink Fly's leg.

"GIVE ME THE OMNITRIX!" shout Vilgax as he start pulling Stink Fly down.

"Let. Me. GO!" snapped Stink Fly as she discharged a powerful acid goo from her eyes and blast Vilgax into the ground, hard! She start flying her way back to the Rustbucket until Vilgax, who burst out of the goo, came back and grab Stink Fly's throat, and they crash through the buildings until they crash against the gas station and release a huge explosion.

"GWEN!" exclaim Ben.

"We save her later, first we need to get to Mt. Rushmore!" said Max.

"What's in Mt. Rushmore? What secret are you hiding, Grandpa?!" ask Ben in anger.

Vilgax stay on his feet with Stink Fly in his grip. "Now I will obtain the Omnitrix." grin Vilgax as he hold up his index claw. It start glowing red then tap it on the Omnitrix's symbol on Stink Fly's neck. Suddenly Stink Fly transform back into Gwen!

"Hey! How did you do that?!" exclaim Gwen in anger.

"A child?! The Omnitrix is in hand of a mere CHILD?!" exclaim Vilgax in pure rage.

"Who do you expect? Wonder Woman?!" snapped Gwen.

"Whatever, I will take your arm off so I can obtain the Omnitrix." growl Vilgax as he call his vehicle and toss Gwen inside. Then he drove off and head his way back to his ship, which it land on the forest, away from human population.

-Mt. Rushmore-

"Tell me, Grandpa! Ever since Gwen found the Omnitrix, you start acting weird. You knew Heat Blast & the others are aliens, not monsters! And when Gwen describe that guy, you start acting like you know something! And _now_ you know that alien guy's name! WILL YOU TELL ME WHAT'S GOING ON?!" shout Ben as his eyes start glowing in sky-blue energy and his skin is start to peel off.

"Ben, control yourselves! You're not ready for that state!" shout Max as he arrive at the dead-end.

"What 'state'?!" snapped Ben. Then he stop glowing when Max press a button and the road suddenly form a circle pattern and bring the Rustbucket down like an elevator. Ben was shock in awe and amazement as they arrive in a secret base. As they walk through the hallway, Max open up several boxes, showing different alien-like weapons until he pick up a large cannon. Ben's face change from anger to amazement as a wide smile appear on his face.

-Vilgax's ship-

"Let me go!" shout Gwen as she was strapped on some kind of a holding pen. Her left arm got clamped on a device that was siphoning the Omnitrix's energy. Vilgax pull out a energy sword.

"Do you know anything about the Omnitrix?" ask Vilgax.

"All I know that it carries 12 different alien DNAs and I can turn into one for 10 minutes or less." answer Gwen.

"It's more than that. It's a powerful weapon! With that device in my possession, I can conquer the galaxies with an army of Pyronite, Petrosapien and others. But now it stuck on your wrist, I must remove your arm." hiss Vilgax and Gwen start sweating in fear.

-Outside-

Max drive the Rustbucket and press the green button. The van transform; it gain turbines and powerful bumper. On the dashboard, it reveal radars and other devices. He flooring it and the Rustbucket drove off the cliff.

"WAHHOOO!" cheered Ben. The Rustbucket ram through the spaceship and park near them. Max step out of the van and aim his energy cannon at Vilgax.

"Vilgax, step away from my granddaughter!" threaten Max.

"Tennyson?!" exclaim Vilgax. Max pull the trigger and fire a powerful energy bolt, blasting Vilgax away.

"Grandpa, you know that guy?!" exclaim Gwen.

"We'll talk later, Ben, free your cousin!" order Max. Ben use his powers and rip the device off. Gwen drop on the floor and quickly slap the core. She grew larger, gain two extra eyes, two extra arms and her skin turn red-violet.

"**Four Arms!**" shout four-armed humanoid. Ben spin the ring dial and press the core down. His body becomes covered in rock then ignited in flames.

"**Nova Blast!**" shout the human firewall.

Vilgax stood up and saw Four Arms & Nova Blast. "A Tetramand & a Pyronite? Bah. Send the Osmosian in!" shout Vilgax.

Four Arms & Nova Blast remain confuse and wonder what is a Osmosian until someone jumped them and place his hands on their arms, draining their energy. Nova Blast punch him away and the mysterious attacker crash on the computers. They observe closely on the attacker.

"Kevin?!" gasped Four Arms.

"Gwen... I can't...control my body... You must...stop...ME-AAARRGGHH!" roar Kevin as his arms transform into Nova Blast's arms then he grew larger, at Four Arms' height, and grew two extra arms. He now have four eyes and no nose. "Destroy...you!" hiss **Fire Arms**. He thrust his arms and fire a huge fire blast.

"Look out!" shout Nova Blast as he push Four Arms away and took the hit. He remain standing then Nova Blast charge toward Fire Arms and start punching him but Fire Arms grab him then slam him against the floor. He start crushing him with his grip while Nova Blast struggle.

*_I wish I was Articguana_* grunt Nova Blast in his thought. Suddenly Nova Blast start glowing and morph into something else. He's now a large ice-blue reptile with two large arms. He wore black open-front uniform with white pants. He wore the Copytrix symbol on his left paw. "**Articguana!** Whoa, I switch forms!? That's cool!" smile Articguana in cocky voice.

"I will take your powers!" growl Fire Arms.

"Cool down!" smirk Articguana as he blast Fire Arms with his ice-cold breath. Heat Arms got frozen then Articguana head butted him, shatter the ice and send Fire Arms away. Articguana run forward, jump and tackle Fire Arms off the ship. They engage armlocks as they fall.

"BEN! KEVIN!" gasped Four Arms.

"Get them!" shout Vilgax. The drones attack them but Max manage to shoot them down and Four Arms smash the drones apart.

"Gwen, we must leave!" shout Max as he get in the Rust Bucket and start driving out of the ship. Four Arms jump out of the ship but Vilgax appear and punch Four Arms away. While the Rustbucket land on the cliff and drive across the rocky road, Four Arms crash against the mountain.

"Owww... My back!" moan Four Arms. Vilgax land nearby with tremendous force that cause the ground to shatter and dust cloud rises up. He walk toward Four Arms, grab her and throw her across the rocks.

"You cannot defeat me, child." laugh Vilgax.

"What did you...do to Kevin...?" ask Four Arms as she stood on her knee.

"The Osmosian? We capture him and learned he have absorbed the Omnitrix's powers. He now have the power of all 10 aliens but he's unable to use them without more power." explain Vilgax.

"Why you... You brainwashed him! YOU'LL PAY FOR THIS!" snapped Four Arms as she made a running start and double left-hook Vilgax's face. She land a double right-hook and ram her fists against his stomach. She grab Vilgax's arm, lift him up and slam him overhead against the ground, shattering the cliffs. Four Arms start panting as she place her hands on the knees.

"Beat...that... Phew!" pant Four Arms. Vilgax's steroid pumps sink in his arms and his muscular mass expanded greatly. He thrust his hand and grab Four Arms by her throat.

"Nice try, child! Now surrender your Omnitrix!" shout Vilgax.

"N-Never!" snapped Four Arms. Vilgax slam her against the ground and raise his fist. When he swing his punch, Four Arms quickly remember how did Nova Blast turn into Articguana because he now have this "Master Control". She have it too so she start concentrating. She start glowing and disappear when Vilgax's fist impacted the ground, causing the cliff to be completely destroy by his massive strength. He gaze through the dust cloud and saw no sign of Four Arms.

"HUH?!" exclaim Vilgax in confused then look to his left. He saw a light-blue reptile wearing the dark-blue & light-blue jumpsuit, wear dark-blue helmet with orange bang sticking out and have the Omnitrix symbol on her forehead.

"Catch me if you can!" chimed **XLR8** as she dash off at the distant. Vilgax gaze ahead to see if she's coming back to attack. Then he heard a sonic boom and turn around but at the same time he turn, a blue blur ram him at full force, causing a huge explosion of dust cloud to erupted and rocks went flying. When the dust cloud subsided, Vilgax remain standing, with no damage of any kind and he got push five feet away from his original position. XLR8 stagger back with heavy injury on her head and fell on her butt.

"Oooh... I'm gonna feel that tomorrow..." groan XLR8.

"For you, there will be no tomorrow!" growl Vilgax as he grab XLR8 and toss her across the cliff and crash through the rock wall. There was a flash of light from the hole then several diamond shards was fired out of the hole. Running out of the hole is a humanoid woman made of crystal wearing a uniform with one pant-leg, a pantyhose on her left and have spikes-like bangs. She wore the Omnitrix symbol on her right thigh.

"Special delivery!" chuckle** Diamond Head** as she continue firing crystal shards from her fists. Vilgax hold up his forearm to block the attack. Diamond Head start jabbing Vilgax's legs but to no avail. She gaze her broken hands. "I should've seen it coming." mutter Diamond Head as her hands regenerate. Vilgax connect his punch against Diamond Head's chin and send her flying through the sky.

-Meanwhile-

Fire Arms got defeated by Articguana and was frozen solid. The time limit ended and Fire Arms revert back to normal.

"Well well, not so tough now, huh Kevin?" grin Articguana.

"Grr... Hmph, you're not bad." smirk Kevin. Then they heard a huge explosion. Articguana transform into Nova Blast, break Kevin free and head to the source of the explosion. Diamond Head remain motionless then the Omnitrix symbol start beeping and she transform back into Gwen.

"Owww..." moan Gwen.

"GWEN!" exclaim Ben & Kevin. Max arrive and park the Rustbucket. Vilgax land on the ground and grab Gwen.

"Stand down Tennyson or I'll kill her!" growl Vilgax.

Max stand down and so did Ben & Kevin. Gwen open her eyes and slap the Omnitrix. She began to glow in green light and morph into a ghost-like form.

"**Ghost Freak!**" shout the ghost in eerie voice then turn invisible.

"What?!" exclaim Vilgax.

"NOW!" shout Max as he fire his energy cannon, blasting Vilgax away. Nova Blast thrust his hands and fire a huge blast of high-intense flames at Vilgax.

"Argh!" roar Vilgax as he withstand the blast.

"Ben, merge with the Rust Bucket!" order Max. Nova Blast understand what he meant and switch form.

"**Mecha Merge!**" shout the humanoid in electronic tone. Then he merged with the Rust Bucket. The van turn black with green pattern then convert into a giant mechanoid with two arm cannons and spike on his head. "Let's rumble, Vilgax!" frown Mecha Merge as he charge toward Vilgax. Vilgax's ship land near them to pick up Vilgax and an unseen entity is heading toward the ship.

-Inside Vilgax's ship-

Ghost Freak search around the ship until she arrive in the control room. She look around a bit. Ghost Freak become visible and Vilgax's minions saw her.

"Hold it right there, Ectonurite!" scowl the minions.

"Ooh, you guys are just in time. I got something special to show you!" chimed Ghost Freak as she hold grip on the loose skin on the black line and pull it apart. "YAAIIII!" shirek Ghost Freak as tentacles shoot out and fire a powerful beam.

"YAAAAHH!" scream the drones as they got destroyed. Ghost Freak put her skin back on.

"Tee-hee, aren't I a tease?" giggle Ghost Freak. She look at the computer and start wondering. "Let's see here. I guess this is the job for..." She press the Omnitrix symbol and she start glowing in green light then shrink down to 4 inches.

She is now grey skinned with orange hair, big green eyes, have four fingers and three front toes & wear body suit divided in three color: dark-blue, light-blue and black. She wore the Omnitrix symbol on her back. "**Grey Matter!**" squeal the little alien. She mess around the control panels and then she press the last button and she rub her hands together as she grin.

"Hee-hee, will Vilgax get the surprise!" giggle Grey Matter. She tab the Omnitrix symbol on her back and she return back to normal height & start transforming.

-Outside-

"Ha! You three can never defeat me!" laugh Vilgax. Kevin is exhausted and Mecha Merge got heavily wounded that he return into a van form, de-merged it and transform back into Ben. Vilgax notice Gwen is inside the ship, as he couldn't find her, and he went inside. To make sure Gwen doesn't escape, he turn on the ship and take off. As Vilgax search for Gwen, the alarm sound off and the word "WARNING" in alien langauge appear on the monitor.

"NO!" gasped Vilgax then he got blasted by a huge energy beam. Behind him was a humanoid woman with plant-like attire, rose bud as hair and a Omnitrix symbol is on her belly.

"Sorry, I rigged your ship so now it's on self-destruct!" grin **Blossom Rose**. "Buh-bye!" giggle Blossom Rose as she start running the hole Max made with the Rustbucket. As Vilgax try to recover, the computer informed that the ship will self-destruct in 2 minutes.

"NOOO!" scream Vilgax in horror. Blossom Rose slap the symbol on her belly and she morph into Stink Fly. She jump out and start flying down the sky while the spaceship exploded in the midair. Stink Fly land on the ground and transform back into Gwen. She look at Ben, Kevin & Max. She gaze at Kevin and smile then turn her eyes to Max.

"Grandpa, we need to talk." smile Gwen. Max smile and nodded.

**Axle- Chapter finished!**** Send in the reviews!**


	10. The TruthGame Over

**Chapter 10: The Truth/Game Over**

**Axle- Ben, you take over. I'm going to take a nap.**

**Ben- Cool! Okay, before Grandpa start explaining, Kevin is now on our team but we're still worry about his condition because Vilgax said he absorbed all Gwen's aliens, all 10 of them. Nonetheless, let's get on the chapter.**

**Disclaimer: Axle don't own any Ben 10 characters.**

In the forest, Kevin made a camp fire and the trio gather around as Max begin to tell the whole truth.

"I'm not some ordinary plumber, kids. I'm part of the intergalactic security force known as the Plumbers. We protect the Earth or other planets from any possible alien threats and seal away any powerful or dangerous technologies we find. After long years, I became Magister of the Plumbers than few years later, I retire." explain Max.

"That explain it. So what do you know about the Omnitrix?" ask Gwen.

"Actually this is the first time I seen this technology but I recognized the symbol: it's from Galvan Prime, the home planet of the Galvan." answer Max.

"Galvan?" ask Ben.

"They are Grey Matter's species. They're known to the most intelligent beings in the galaxy. We made an alliance with them and in turn, we used this symbol as the Plumber's icon, so we can be recognized." answer Max.

"So how did you know Vilgax?" ask Kevin as he eat some marshmallows.

"The Plumbers and I ran into Vilgax several times. He try to conquer the galaxy but I stop his plans many times. We're sworn enemies now. The reason he's here because he wanted the Omnitrix." said Max.

"Questions: Why Vilgax call Kevin 'Osmosian' and you mention my 'state' like I can transform into something without using the Copytrix?" ask Ben.

"Kevin is a Half-Earthling Half-Osmosian. He had the ability to absorb energy and matters. Like you saw, Kevin can absorb electricity as fuel or weapon and he even transform into a twisted duplicate version of your alien forms once he absorb their powers. As for matters, here Kevin." Max toss a piece of wood to Kevin. Kevin grab it and look at Max in confuse expression. "Concentrate." he said.

Kevin close his eyes and pretend he's absorbing the batteries. In the instant, his whole body turn into wood-like skin. "Whoa!" exclaim Kevin & Ben.

"But if I'm a Hybrid then that mean..."

"Yes, your father, Davin Leven, was a Osmosian." answer Max.

"You knew my dad?!" exclaim Kevin.

"He was a Magister Plumber and my friend. We were on a mission to stop Raneraok, who was stealing the energy of the stars and sell them on black market. Devin stole the key to his ship and he came gunning for us to get it back. Our weapons had no effect on him so Devin had no choice but to absorb electricity to slow Raneraok. In the end, I manage to seal him within the **Null Void**, a dimensional prison for dangerous villains, with the **Null Void Projector** but not after he killed Devin. His last word was for you and your mother: 'I love you very much'." sigh Max. Kevin start trembling in sadness and start shedding tears.

**(A/N: Sorry for the name of the villian, I forgot how to spell it)**

"So Mom doesn't really hate me?" wonder Kevin.

"It's possible that she love you because you are his son and you remind her of your Dad. Your step-father didn't know your late dad is an alien and think you're a...a..." Gwen look away as she was afraid of saying "freak" at Kevin.

"I understand." nodded Kevin.

"Okay, what about me? Am I... a Hybrid too?" ask Ben. Max didn't want to tell them more but seeing Ben & Gwen demand the truth, he said it slowly.

"Yes, Ben. You're a Hybrid. Half-Earthling...Half-Anodite." said Max.

"Anodite?" exclaim Ben in shock.

"Anodite are aliens who are made of life energy called 'Mana'. They can manipulate any type of energy for many things; levitate, create solid objects, discharge energy bolts or focused beam. Now before you jump to conclusion, your parents are not alien. Your grandmother is." said Max.

"Grandma Verdona? Wait, 'is'? You mean she's still alive?!" exclaim Ben in even more shock.

"I met your grandma when I was a young Plumber. She came to Earth to explore its inhabitant but she was captured by evil alien who want to use her power as fuel. I stopped them and save her. We became friends and we share the same liking; music, foods, many things. Then we slowly fell in love and she adapt human appearance so we can get marry. After she gave birth to Carl, your father, she left Earth and come back years later to see if Carl inherit her powers. He didn't and she left Earth again. She knew Carl & his family want to know her whereabout so I told them, including you two, that she pass away." explain Max.

"But I have the Anodite powers now. Will she come back?" ask Ben.

"Maybe." Max then heard someone coming from the bushes, so did everyone. Kevin touch the rock and become covered in rock skin, Ben ready his hands as they are covered in mana energy and Gwen lift her hand as she's ready to press down the Omnitrix's core. Then a voice squeal out.

"MAGISTER TENNYSON!" An alien with green skin, no nose, dark green eyes and two large tentacles on her head wearing silver armor rush out of the bush and hugged Max. "I'm so glad to see you again!" squeal the alien girl.

"Xilene?! What are you doing here?" ask Max in much surprise.

"Azmuth send me to deliver the Omnitrix to you, but Vilgax gave chase and almost blast my ship apart, forced me to send the Omnitrix via escape pod to your location!" explain Xilene.

"Wait, Azmuth create that Omnitrix and send YOU to deliver it to me?!" ask Max, wanting to make sure he heard right.

"Yeah, since you're a trustful and worthy Plumber. Did you get it?" ask Xelene. She look at Max's wrists and see no Omnitrix on them. "Where is it?" ask Xelene.

"We have it." said Gwen & Ben in unison. Xelene become wide-eyed and her jaw drop when she saw two Omnitrixes.

"B-B-But why there are TWO Omnitrixes?! Azmuth build only one!" stammer Xelene.

After quick explanation, "Oh so an Earthling dose too much unknown energy to the Omnitrix and release it in a form of this...Copytrix as you call it. And you manage to defeated Vilgax. Maybe I should reward you two." smile Xelene.

"Really?! I want a Gold Sumo Slammer card, Sumo Slammer cereals-"

"Shut up, Tennyson!" snapped Gwen.

"Heh-heh-heh. Dork." snicker Kevin.

"I'll change the Copytrix's appearance and unlock new aliens for you. Let me have a look. Here is this button... And that the DNA Matrix sample... There!" She finished her work. Now Ben's Copytrix is now bulked and gauntlet-like form with bronze/black color scheme & they rotate the ring dials. They now have two new aliens.

"What are they?" ask Gwen.

"Gwendolyn Tennyson, granddaughter of Magister Tennyson, you now have two new alien forms; Incursean and Splixsan. And Benjamin Tennyson, you have two new forms; Sonorosian and Appoplexian."

"Thanks... I think?" said Ben as he don't know what that mean.

"You're welcome. I must get back to Galvan Prime to let Azmuth know the Omnitrix is safe. See ya!" smile Xelene as she enter her rebuilded ship and took off in the sky.

"So who's Azmuth?" ask Ben.

"Weren't you listening?! Azmuth is a Grey Matter who built the Omnitrix!" growl Gwen. Ben got scare and step away from her.

"Wow. She's feisty, make me don't wanna get on her bad side." smirk Kevin.

-The Next Day-

It was raining very hard today so they can't go outside. Max stay asleep in his bed while Ben & Kevin were playing a Sumo Slammer game. Gwen gaze at the rain outside and sigh deeply.

"I'm sooo bored! There's nothing for me to do!" Gwen look over her shoulder and watch Ben & Kevin playing the Sumo Slammer game. "Even that video game seems interesting. Can I play?" ask Gwen.

"No. Beside, I got my partner here." decline Ben as he point his thump at Kevin. Kevin lift his hand up and gave a peace sign.

"Why? You two are afraid that you get beaten by a girl?" ask Gwen with a sly smile.

"Oh-hoo!" chuckle Kevin as Gwen just made a challenge. Ben quickly look at Gwen with a serious look in his eyes. He snatch the video-game control from Kevin's hand and struck his hand out to Gwen. Gwen continue grinning as she grab the control and start playing.

-20 minutes later-

"NO!" scream Ben in agony.

"YES!" cheered Gwen as she beat Ben 5 times with a new high score: 659,039 pts.

"Pay up Ben." smirk Kevin with his hand out, waiting for Ben to give him 10 dollars since he lost.

"NO! I want a rematch!" growl Ben.

"Forget it, Ben. You'll never beat my score." mock Gwen. Ben gritted his teeth in anger as his pride has shatter. Beaten, by his geeky cousin he dislike when they were little. Ben walk away and Kevin join in the fun.

"This is your first time playing this game and already you defeated your cousin. That was impressive!" smile Kevin.

"R-Really?" ask Gwen as she blush and start twirling her loose hair.

"I'm sorry." sigh Kevin.

"For what?" ask Gwen as she raise one eyebrow.

"For lying, using you, taking away your power & attacking you." said Kevin in quick summary. Gwen become wide-eyed and touched. She place her right hand on Kevin's left cheek and tilt his head to his left so he can face her.

"It's okay. I know how you feel. People usually make fun of me, not because I'm smart but that I'm Ben's cousin. They think we're related, brother-'n-sister like related. That's why I don't want to be around him or let everyone know he's my cousin." sigh Gwen as she face the floor.

Kevin place his finger under her chin and tilt her head. He gaze at her beautiful emerald-green eyes while Gwen stare at his strong black eyes. Then Gwen gain a sudden urge; so powerful that she can't restrain herself. She found herself pressing her lips on Kevin's. Kevin got wide-eyed then slowly close his eyes as he pass his fingers through her hair and place his other hand around her waist. Gwen place her arms around Kevin's neck as they kiss deeper.

"_Kevin & Gwen sitting on the tree! K-I-S-S-I-N-G! First come love, then came marriage then come a geeky baby on a baby carriage! Ha-ha-ha!_" laugh a familiar voice in an electronic tone. Gwen & Kevin break their kiss and look around for the source of the voice. Then Kevin look at the TV.

"Gwen, since when the TV turn black with green stripes?" ask Kevin. Gwen look at the TV and now know whose voice belong to.

"Ben?! Were you spying on us?!" ask Gwen in anger.

"_Spying? I wasn't spying, well a little but now I want a rematch!_" frown **Mecha Merge**.

"Ben, even as Mecha Merge, you can't beat my high score!" shout Gwen.

"_What high score?_" ask Mecha Merge.

"Why my new high score that I...I... W-Where is my high score?" ask Gwen as she couldn't find her high score record.

"_I deleted it!_" chimed Mecha Merge.

"YOU WHAT?!" scream Gwen in shock.

"_Now no one can beat my score! BWAH HA HA HA!_" laugh Mecha Merge evilly.

"That's low, Ben!" growl Kevin.

"YOU BIG CHEATER!" snapped Gwen as she start shaking the merged TV while Kevin try to restrain her. Suddenly a lightning bolt strike and zap the antenna, sending electric current to the merged TV, electrocuting Mecha Merge, Gwen & Kevin.

"GYAAAAAAHHH!" they scream in pain then they disappear in a flash of light. When light faded away, the trio are gone and the TV return to normal.

-Unknown World-

Gwen, Kevin & Mecha Merge look around their surrounding. They are in a Japanese village with floating debris.

"Where are we? And what's with our get-ups?" ask Gwen as she look at herself. She's wearing a dark & light blue samurai armor and her hair got spikier and slight longer. On her left gauntlet is the Omnitrix symbol. Kevin is wearing black samurai and his mess-up hair have been comb perfectly in Japanese style.

"I don't know but I got the feeling it's not good." said Kevin. Suddenly a horde of sumo-like robots appear and start attacking them. Mecha Merge recognized them.

"Zreggor's minions!" exclaim Mecha Merge in awe.

"From the game?!" exclaim Gwen as she start dodging their lasers.

"You're kidding me!" growl Kevin as he jump over the enemy, grab him then absorb its metal to gain metal skin. He then crush it like a pancake and toss at the other like a throwing disk. They vanish in thin air and in their place are numbers that said: 100 points. "Points?" said Kevin in confusion.

"That explain it! We're in Sumo Slammer video game!" said Gwen as she evade the enemies attack and bore her fist through the enemy. He vanished and she earn 150 points.

"Awesome!" cheered Mecha Merge as he merged with the enemy then use its own weapons against the others. Once they're all defeat, Mecha Merge release his host and destroy him. He earn 2000 points.

"The lightning strike must've send Ben inside the video-game while he was bonded to the TV & video-game console. And since I was shaking him and you were holding me, we went with him." explain Gwen.

"This is the most amazing thing that ever happen to us!" cheer Mecha Merge.

"Enough cheering and get us out of here!" shout Gwen.

"Cool it, dweeb. I'll get us out in a-" Mecha Merge was interrupted by the Copytrix's warning sound and he transform back into Ben. Like Gwen & Kevin, Ben also wear a samurai armor but colored dark green. His hair got tied and have bangs hanging in front. On his left gauntlet is the Copytrix symbol.

"O-kay, so we're not getting out of here." said Ben with a nervous smile.

"Great! Fine, I'll get us out." scoff Gwen as she start rotating the symbol. For some reason, the Omnitrix is not responding. She can't select the forms or press the core to transform. "Argh! I think the video-game did something to the Omnitrix & Copytrix." grunt Gwen.

"Maybe we should look around and-"

"More bad guys!" shout Kevin before Ben finish talking as more enemies appear. Ben look up and saw two boxes.

"Power-up boxes!" exclaim Ben. He start jumping from platform to platform with Gwen following him. Kevin just stay behind to stall them. They land on the 4th platform and Ben touch the first box. The box glow brightly then disappear. In Ben's hand is a katana.

"Cool! A samurai sword!" grin Ben as he jump down from the platform and slice the goons in half. Gwen touch the other box and in her hand is a pieces of paper.

"Hmm." said Gwen as she read it. Teaming up, Ben & Kevin defeat the enemies. Then four more jump behind them but they got sliced in half by a giant shuriken. Gwen land on the crates and caught the shuriken. Kevin & Ben remain in awe.

"Gwen, how did you do that?" ask Ben.

"I read the instruction." smile Gwen.

"This game has an instruction?" ask Ben & Kevin in unison.

"Okay, I know this level so we should go over there-" before Ben finished, a giant debris crash on him. Gwen & Kevin cover their face from the dust then gaze ahead in horror.

"BEN!" gasped Gwen & Kevin. Behind them a pillar of light appear and Ben appear from the light. They turn around and saw him. "Ben?" they ask.

"Oww... I'm gonna feel that in the morning." moan Ben. Then one of two white orbs on his shoulder vanished.

"Hey, one of the orbs vanished?" wonder Kevin.

"I think that's a Life count." Gwen quickly look at her shoulder then Kevin's shoulder. They have only two Life Count. "If we are not careful, we will lose all the Life Count and we'll be gone forever." warn Gwen.

"I'm not gonna sit here and let my Life goes down to 0. Let's go." order Kevin.

They continue walking through level until flying minions appear. While Gwen & Kevin attack them, Ben saw another power-up box. He jump down and slice the box in half. In its place is a green coin with a figure with large head and short arms & legs in the center.

"Wait a sec... That power-up is for my Copytrix." smile Ben. He grab it then the Copytrix core pop up. He slam it down then he got bathed in green light.

Ben's head start expanding to large size and have large mouth. His skin turn green, grew 3 spikes on the top and bottom of his head. He had two eyes on both side of his puffed head. His body becomes chubby and grew a tail. He's wearing a samurai armor & he wore the Copytrix symbol on his waist, like a belt clasp.

"**Spitter!**" shout the lizard. He jump back up and inhale deeply, causing his head to enlarge then he launch a huge burst of acid goo at the minions. They were easily defeat and Gwen gaze at Spitter.

"So this is Spitter. Nice to meet you...not!" joked Gwen.

"Very funny, dweeb." grunt Spitter.

"Look guys. I found power-up box and now I have bow and arrows." smile Kevin. Gwen smile then saw a box. She went and slice it in half. Another green coin appear but the figure have four legs with no feet & have four insectoid wings. She grab it and her Omnitrix's core pop up. She slap it down and her body release a flash of green light. As the light subsided, in Gwen's place is a female insectoid with four wings, four eyes with tubes sticking out, long tail with a stinger and two extra legs. She wear Gwen's samurai armor and the Omnitrix is now placed on her chest.

"**Stink Fly!**" squeal the insectoid. Kevin smile at the sight of her beauty but then smell a foul aroma.

"Oh man! You reek!" groan Kevin as he cover his nose and fan the odor away with his right hand.

"I know." smile Stink Fly.

"Come on." said Spitter as they start moving. More minions appear but a sumo jump from the roof and squash the minions with his might. Spitter recognized him.

"Hey, you're Ishiyama! The strongest sumo warrior in Japan!" exclaim Spitter in happiness.

"Do I know you?" ask Ishiyama.

"Well, not exactly, I just have a huge collection of you." said Spitter as he scratch his head with his claws.

"We're lost travelers and we heard about this great evil & we thought you need some help." explain Stink Fly with an innocent smile.

"Strange creatures. Are you the Shapeshifters?" ask Ishiyama with cautious.

"Sort of, but we're good guys!" smile Kevin. Sumo Slammer gaze at them for a bit then smile.

"Then come along." he said as he enter the temple. The trio follow him then they got ambushed by a huge horde of enemies. "Zreggor is not going to let us walk in willing!" shout Ishiyama as he bash the enemies with his strength. Kevin place three arrows on the bow and fire at the airborne minions. They got hit then vanished.

"Yes!" grin Kevin as he make fist pump. More of them charge toward Spitter & Stink Fly. Spitter inhale deeply & Stink Fly lend her head back. Spitter exhale & Stink Fly thrust her head forward, firing huge splash of acid goo at them, trapping them and defeating them with ease. Then Stink Fly tackle the airborne enemies while Spitter help Kevin.

-Real World-

Inside the Rust Bucket, Max woke up and couldn't find Ben, Gwen or Kevin anywhere then he notice the game is still on.

"These kids. They didn't turn off the game." mutter Max. He press the pause button on the control.

-Video Game World-

Suddenly everything & everyone were frozen in place.

"What's going on?!" ask Kevin as he was stuck in mid-air because he was jumping.

"Someone pause the game!" answer Stink Fly who is frozen when she did cart-wheel.

"It's Grandpa Max! He's still in the Real World!" exclaim Spitter, who is struck on the floor.

"If Grandpa turn off the game..."

"We'll be gone forever!" exclaim Kevin as he finished Gwen's sentence.

"GRANDPA, DON'T PRESS THE POWER SWITCH!" scream Kevin, Spitter & Stink Fly.

-Real World-

"Huh?! Kids, is that you?" ask Max as he thought he heard voices. He look around then gaze through the TV's screen. He saw Spitter, Stink Fly & Kevin in the game screen. "Kids, how did-"

"_Simple, I merge with the game as Mecha Merge, then the lightning struck us and we sent inside the game!_" explain Spitter.

"If that's what happen, then maybe I should press that button..." Max is about the press the On/Off button.

"_NO!_" scream the trio and Max stop.

"_Just un-pause the game and we'll continue playing the game until either Ben or I find some power-up to become Upgrade so we can get out!_" shout Stink Fly.

"Okay..." Max press the Pause button and un-pause the game.

-Video Game World-

The world return to normal and Ishiyama resume fighting the minions. Then the last enemy jump at Kevin but he quickly bore his fist through its face and it disappear. They enter a huge room and encounter the boss of the level; a giant blue dragon.

"Zreggor!" exclaim Ishiyama.

"Ishiyama! I have no interest with you yet. Shapeshifters, hand over your powers to me!" growl the dragon. Spitter & Stink Fly look at each other in big confusion.

"Our powers? I believe he meant the Omnitrixes!" whisper Spitter.

"He must've saw us arrive from the Real World! This is bad, if he get out, the world will be in big trouble!" whisper Stink Fly with fear.

"I say never!" grin Kevin.

"You will obey me!" growl Zreggor as he charge toward the heroes. Stink Fly evade but Ishiyama, Kevin & Spitter got caught by Zreggor's tail. Spitter's Copytrix start beeping and he reverted back to normal.

"We're screw!" grunt Ben as he struggle to break free. Stink Fly fire a barrage of acid goo from her eyes and splat Zreggor's face. He shook off the goo and lung at her. She fly at her top speed, trying to outsmart Zreggor until the Omnitrix let out a warning sound and she morph back into Gwen.

"Wah!" yelped Gwen as she crash against the boxes. The dragon morph into a blue-skinned human wearing a samurai armor. The trio try to stop him but he knock them aside and kill Ishiyama.

"Ishiyama!" gasped Ben.

"Now open the portal so I can be free!" demanded Zreggor.

"Forget it, freak!" shout Kevin as he absorb the metal from Ben's sword and start jabbing Zreggor's face but he ignore the pain and connect his fist against Kevin's guts. His stomach has a huge cracks and Kevin gasped hard as he fell on his knees with his skin return to normal. Ben found a power-up box and slice it open. Another coin but this time it have a large bulky figure. He grab it, his Copytrix core pop up and he slam it down.

It release a burst of green light as Ben's whole body mass expanded, gain yellow shells on the back of his arms and his back. He now have white skin with black on his upper-body. His hands have four claws. He wore the Copytrix symbol on his forehead and, due of being in the video game, he wear a sumo uniform.

"**Cannonbolt!**" shout the alien in rough voice. He curl up into an armored sphere and tackle Zreggor into the wall, defeating him in an instant. "Take that, Zreggor!" grin Cannonbolt.

Than Ishiyama appear behind them. "You did it. You defeated Zreggor!" smile Ishiyama.

"Hey, you're alive!" smile Cannonbolt.

"Wait a minute, Ben. Something is not right here." mutter Kevin. Than a pillar of light appear and emerge a sumo. For some reason, he look like Max.

"Ben, Kevin, get away from him!" shout the sumo as he tackle Ishiyama and grapple him. Ishiyama fought back and they begin their tugging.

"Grandpa?!" ask Cannonbolt.

"How did..."

"I read the instruction!" smile **Sumo Max**.

"Why didn't _we_ read the instruction?!" ask Kevin.

"I didn't even know there was an instruction. But why you're attacking Ishiyama?" ask Cannonbolt.

"He's not Ishiyama! Zreggor is impersonating him so he will persuade you to release him to the Real World!" shout Sumo Max as he won the tug and throw him across the room. As he recover, Ishiyama morph into Zreggor.

"I will destroy you all!" roar Zreggor.

While Cannonbolt, Kevin and Sumo Max battle Zreggor, Gwen recover from the crash and notice she have open a power-up box. It's another coin. The figure have slim waist, bulky arms & is very tall. She recognized it and a wide smile appear on her face.

"Yes! Come to mama!" smile Gwen as she grab the coin, her Omnitrix pop up and she press it down. She transform into a female version of Mecha Merge. "**Upgrade!**" shout the humanoid in electronic voice.

"Come and get me, Zreggor!" taunt Cannonbolt.

"Grrr!" growl Zreggor. Then Upgrade appear in the scene.

"Give up, Zreggor! You'll never win because as Upgrade, I can control everything in this world!" Upgrade hold up her hand and create a green orb. All at once, Cannonbolt & Kevin now have full Life Points.

"Impossible!" gasped Zreggor.

"Kevin, give me your weapon!" order Upgrade. Kevin toss her the bow & arrows and Upgrade, since the weapons are data-based, absorbed it and upgraded into three crossbows armed with explosive arrows. She aim her arm and fire a barrage of arrows at Zreggor, defeating him in an instant. His armor shatters and Zreggor crawl out of his armor. Cannonbolt, Upgrade, Kevin and Sumo Max become surprised; Zreggor is just a short man riding a battle armor. Before he escape, Sumo Max grab him.

"Zreggor is defeated. The game is finished so you three can now go home. I'll be waiting for you three." smile Sumo Max as the world become engulfed in bright light. Sumo Max and Zreggor disappear. The trios are on the elevator.

"We won the game!" cheered Upgrade.

"Now we can go home!" smile Cannonbolt.

"Wait, I need to do something first." Upgrade create an energy orb and the word 1-UP appear. Ishiyama appear in front of them.

"You Shapeshirters won. You were great warriors and I am honored to have fought alongside you three. Farwell on your journey home." smile Ishiyama as he bow and bid farewell.

"Get ready. Good-bye Ishiyama. We are glad we have met you in person." smile Upgrade as she hold up her hand and create a portal.

-Real World-

A bright light blinded Max and, as the light subsided, Max saw Ben, Gwen & Kevin.

"Kids, are you okay?" ask Max.

"We're okay now." sigh Ben.

"Well, the rain stop." smile Max as he point outside. The sun bathed the forest with its sunlight.

"C'mon, guys. Let's go outside." said Kevin.

"Yeah, back to the Real World." nodded Gwen. When they exit out the Rust Bucket, Kevin hold Gwen's hand and Gwen look at Kevin. Gwen gaze at him and smile deeply as she rest her head on his shoulder. As they left, Max gave a grin.

"I thought they never leave." chuckle Max as he start playing the Sumo Slammer video-game.

**Ben- Cool chapter. Let's send in the others.**

**Gwen- When will Axle wake up?**

**Kevin- He's stay asleep for a while. Ben drop a vase on his head.**

**Gwen- BEN?!**

**Ben- It was an accident!**


	11. Race Against Time

**Chapter 11: Race Against Time**

**Axle- OW! My head!**

***Ben start whistling and try to not make eye contact on me***

**Axle- I'm going to put some bandage on my head. Ow... Gwen, you're in charge.**

***I ****left for medical attention.***

**Gwen- I'm in charge?! Score! Doofus, doofus! Knock, knock. Who's there? Ben's a doofus!**

***Ben gave Gwen a death glare***

**Gwen- Begin the chapter! Oh, and Axle doesn't own any Ben 10 characters! XP**

Three months have pass since the possible death of Vilgax and the trio have fully used to their powers. They encounter many enemies: Six Six's brother **Seven Seven**, **Vulkanus, Charmcaster, Zs'Skayre aka Ghost Freak, Yenaldooshi, The Mummy, Dr. Vicktor & the Organization (later known as Forever Knights).**

Gwen 10 & Ben 14 gain new aliens form while Kevin learn how to morph his hands into sword or mace when in his metal, stone or wood form.

After a long vacation, they return to Bellwood. But as they arrive at Bellwood, something was following them.

**(A/N: I'm fastforwarding the events. But they haven't encounter Vilgax yet or traveling in alternate timeline _yet_)**

-2:00 AM-

A wave of purple energy travel its way to the town. The sign that said "Welcome to Bellwoods" got disintegrated by the purple energy. Then the purple energy manifested into a form of a humanoid being wearing black uniform and helmet that covered his face except his glowing purple eyes. At the same time he arrive, the clock stop in its track as the gears are covered in purple energy. The mysterious humanoid begin to walk toward the museum while throw energy bolts everywhere, destroying everything in his path.

"Dude, people are trying to sleep." said a cool voice. The mysterious humanoid stop in his track and look around. Then landing in front of him is a human firewall with dark red rock-like skin.

"It's late, can we do this tomorrow?" yawn the Pyronite. "Okay, this is where we introduce ourselves, you tell me about your evil plan, yadi-yada." said the Pyronite. The mysterious humanoid lower his arms together, tilt his head sideways as he gaze at the Pyronite, like he was waiting for him to finish.

"Okay, I'll go. I'm **Nova Blast!**" shout Nova Blast as he create a fireball and toss it at the humanoid. He got blasted and crash through the window. "And you are leaving!" joked Nova Blast.

The humanoid stand up and dust the glass off his coat. Nova Blast summon his heat wave to rip a piece of the street off so he can ride on and engage the humanoid but he throw a purple energy bolt and knock him against the wall.

"Ow... That's different..." moan Nova Blast. The humanoid snap his fingers and several more humanoids jump down from the building and attack Nova Blast. "You want me to get serious, huh? Then let's get serious!" Nova Blast press the Copytrix symbol on his chest and he start glowing. The light subsided and he transform into a humanoid tiger with one black claw on both fists, green eyes and wore the Copytrix symbol on his chest.

"RAAAGGHH!" roar the tiger. Then the police arrive and surround them.

"Freeze! Put your hands in the air!" order the police.

"Let me tell you something, copper! **Rath** can handle by himself!" snapped Rath. The minions charge toward Rath but Rath made the first move. "**_Cosmic Drop! Incursean Ambassador!_** **_Serious Butt Kicking!_**" All the minions were defeated then the humanoid glare at Rath.

"Time to say good-bye, you crazy mask guy!" growl Rath as he slam his fist against the symbol and transform back into Nova Blast. Then he thrust his hands forward and fire a huge heat ray, igniting the humanoid in flames then he exploded.

"Whoa! That freak me out." mutter Nova Blast then he notice the humanoid's minions vanished. Not wanting to find out, he disappear in a pillar of flames before the polices arrest him.

The purple energy vanished and the clock resume. Nova Blast land on the road and shook his head. "That was weird." sigh Nova Blast then his Copytrix start beeping and transform back into Ben. He look around, in case nobody saw him transform. The Rust Bucket arrive and park in front of Ben. Gwen, Kevin & Max exit the van.

"Way to go, Ben. You just torch the town." said Gwen with her arms cross.

"Oops?" ask Ben.

"You should've waited, Ben." sigh Max. "Beside, we need to go. You two have school tomorrow." said Max.

"Ah man!" moan Ben as he hate school.

-6:45 AM-

Ben ride on his bike and pedal his way to Bellwood's Middle School. He saw many familiar faces on his way. He arrive at school and overheard some students talking about Nova Blast & Rath appear in Bellwood. He even heard some girls thinking Nova Blast & Heat Blast are couples, which sends chill through his spines and moan in disgust. Gwen was taking some pictures with her camara until Ben jump in the way.

"Argh! Get out-of-the-way, doofus!" growl Gwen.

"Oh come on. Take a picture of me in my hero pose!" smile Ben as he do his pose. Gwen scoff.

"You, hero? Not to complain because I'm a hero too but we're home now, so we need to live as normal kids." Gwen explained then she left.

"Easy for you to say. I can do whatever I want. I don't need the Copytrix." grin Ben. Using his mana power, he score a A+ by digging the answers from the teacher via telepathy, easily dodge the dodgeball, thank to enhanced speed of his Anodite's genes and everything, except for his locker that was covered in gums.

"Ugh! Man!" groan Ben as he scrub the gum off with his blank papers.

"You're suppose to _eat_ the gum, not _wear_ them, Tennyson." joked a black-haired boy with black shade under his eyes and have a cash register icon on his T-shirt.

"Eat the gum! Good one, Cash!" laugh the orange-curly haired boy with glasses.

"Can it, TJ!" shout Cash.

"Sorry man." said TJ.

"Just think of it a 'welcome back, jerk'." joked Cash. Ben growl and throw the gum-covered paper ball at Cash & TJ but they duck and smack against the principle's face. He held out his glasses as the "gumball" drop on the floor. Cash & TJ chuckle and Ben gritted his teeth in shock.

"Tennyson!" growl the principal. **(A/N: I forgot some of the old Plumbers' name)**

-Ben's house-

After his short conversation with his parents, Ben found Max working on his wrench.

"Yo, Grandpa. Where's Kevin?" he ask.

"Kevin doesn't like school so he decide to go and collect some junks so we can build something, like this one." Max hold up his wrench then the top tilt open and fire a small laser beam that burn through the picture of himself, leaving a burned hole on his forehead. "Didn't expected that one." chuckle Max.

"Cool." smile Ben.

In the next day, Ben heard about a talent show and don't know if he can use his mana powers or the Copytrix. He walk up to the group of girls practicing their dance.

"Hey, um... How can I participate the talent show?" ask Ben.

"Puh-lease! It's only for professional. Unlike you who is good as a total jerk!" laugh the blonde girl.

"Fine, I'll show you my trick!" growl Ben as he roll up his jacket's sleeves and reveal his Copytrix.

"What kind of weird watch is that?" ask the other girl. Before Ben press the core, Gwen arrive just in time and stop him.

"Ben, don't! You don't wanna waste our magician act yet!" smile Gwen.

"Huh?!" Ben become confused.

"Magician?!" said the blond girl with her eyebrow up.

"Yeah, Ben is my assistance for my talent show!" explain Gwen. Then she drag Ben with her.

"Since when I'm your assistance?" ask Ben.

"Five minutes ago. You're going to spill our secret!" whisper Gwen.

"Great! I love school." joked Ben.

After school, Ben went to a snack shop and order a milkshake. As he enjoy the milkshake, he saw something on the newspaper. He pick it up and read it. The headline said 'Alien Cat-like Creature Spotted In Bellwood.'

"**Wild Cat**... Gwen is not good at keeping a secret." mutter Ben.

"Oh, what's the matter Ben? Are you talking to your girlfriend, Wild Cat?" grin Cash. "Let's see if you can pull her out of your butt, Tennyson!" joked Cash.

"From his butt. Ha-ha. Good one, Cash." laugh TJ.

"Can it, TJ!" shout Cash.

"Sorry man." said TJ.

Ben decide to ignore them until the girls arrive. "Oh, look at Mr. Assistance! Still working on your tricks? Ha-ha!" they laugh and Ben clutch his fists & ran outside. He ran outside and to the back part of the building.

"Forget this! I'll turn into Rath and teach them a lesson!" growl Ben. Ben spin the ring dial of his Copytrix and slam the core down. He start glowing in green light.

Ben's arms become wider and turn grey. His eyes enlarge and have dash-like pupils. He lost his hair and wear the bodysuit with similar style of his shirt. He now have three fingers and wore the Copytrix symbol on his back. He then shrink to the size of 4 inches.

"**Grey Matter!** Huh? Ah man!" groan Grey Matter then he jump few feet ahead and start thinking. "Maybe I can work with this." said Grey Matter as he continue hopping his way back in the snack shop.

Grey Matter jump his way on the table while making sure no one see him. He look at Cash & TJ.

"Hey watch this." Cash shoot a spit wat at the blond girl's hair. She pass her hand on her hair, look at the spit wad then face Cash & TJ.

"You guys are disgusting!" growl the girl. Cash & TJ just laugh and gave each other a high-five.

"Cash & TJ will get theirs!" mutter Grey Matter. He look at the shelf of pies, the hot dog vendor & the refreshment nozzle. He start muttering then said "Awesome" as he took off and head to the backroom. He found the switch for the power breaker and turn it off. Everyone start clamoring about the power went off. Grey Matter start messing around with the control cables of the pie shelves, hot dog vendor & the nozzles then mess around the cables of the power breaker. Then he turn it on. The shelves start rotating at high-speed, tossing pies at the bullies. The hot dog oven start spinning too fast that it toss the hot dogs at them. The nozzle start spraying sodas and water wildly at everyone. Grey Matter toss two eggs.

"Yes!" cheered Grey Matter as he made a direct hit. The girls panicked and ran off, crying about their beauty are ruined. Grey Matter laugh so hard that he start shedding tears. "Ah that was great!" sigh Grey Matter as he had his fun. Cash & TJ are covered in mixture of pie sauce, milkshake & sodas and walk outside.

"Oh man... I don't feel so good." moan TJ.

"Can it, TJ!" shout Cash.

"Sorry man..." moan TJ.

Ben return home and saw Gwen typing her laptop with Kevin in the Rust Bucket. He sneak in close and jump up at the window.

"BOO!" shout Ben.

"AAH!" scream Gwen as she grab Kevin's arm.

"You totally scream like a girl!" laugh Ben.

"Cause I am a girl!" frown Gwen as she throw a pillow at Ben's face.

"WAH!" yelped Ben as he fell on his back.

"And you totally scream like a boy." smirk Gwen and Kevin start snickering. Ben scoff as he toss the pillow aside and stand on his feet. He enter the Rust Bucket and check what they're looking at. It was the pics Gwen took. Ben want to see his pic but when he look at it, it's all blurring.

"You got the picture wrong." complain Ben.

"No I didn't! Let me see..." Gwen scan the blur behind Ben and it reveal itself as the same humanoid that Ben defeated as Nova Blast.

"Hey! That's the guy I turn into fireworks display last night. Well at least I thought I did." said Ben.

"Ben, it's not just the guy is still alive, he know who you are." said Kevin.

"What's up?" ask Max.

"Grandpa, do you know this guy?" ask Gwen.

"That's Eon!" exclaim Max. "We Plumbers encounter this Chronian years ago." explain Max.

"What, you fixed this guy's toilet?" ask Ben.

"No Ben! _The_ Plumber? The one Grandpa used to work with?" ask Gwen in annoyance.

"Oh! I knew that." said Ben.

"Eon is a Chronian. He has the power to travel through time. The First Plumbers capture him 40 years ago. Pack your bags. We're going on a road trip." said Max.

"YES!" cheered Ben.

They arrive at the mountain area and found a base. They explored there and found the containment cell of Eon. It was destroyed. They enter the control room and found the dead corpse. However, he's barely alive but he is extremely old. He explain that Eon somehow broke free and rapidly age him before he could stop him. He left to find the "Hand of Armageddon" and seems to know everything about Gwen & Ben. As they left, Max decide they should head for the secret Plumber base.

"I bet the secret base is somehow hidden in a secret place!" grin Ben.

-Plumber Workshop-

"This is the secret location?" ask Gwen.

"What?! A workshop?!" exclaim Ben in disappointment.

"Don't let that shop deceive you." said Kevin.

"Let's go kids." said Max.

"Come on, Grandpa. I've been in this shop a thousand times." scoff Ben.

"Oh then you already know this. Turn the key clockwise twice...then counterclockwise three-time. Then you flush it." said Max after he did the key combination then press the lever down. The toilet flush was heard and a secret elevator appear.

"Whoa! Where did that come from?!" exclaim Ben.

"I thought you said you already know this." chuckle Max.

"Told you!" smile Kevin as they enter the elevator. Unfortunately, they were followed.

As they arrive at the bottom level, they found a huge door with the Omnitrix's symbol. Max open the door and it reveal a huge base. There are few civilian who are Plumbers and Ben & Gwen knew them because they were the police, teachers, salesmen and others from Bellwood. The Plumbers welcome Max & the kids to their base and brought them to a special room.

"I can't believe this place has been under Bellwood this whole time!" said Ben in awe.

"No doofus, they put it in last month." said Gwen in sarcastic tone. One of them greet them.

"Magister Tennyson, it's a great pleasure to see you again." smile the Plumber.

"Same here, Tom." smile Max.

"I believe those are your grandchildren. Benjamin & Gwendolyn, correct?" ask Tom.

"Yes. And this is Davin Leven's son, Kevin." said Max.

"Nice to meet you all and... I'm sorry about your father. He was a good Osmosian. He help us a lot." said Tom. Kevin hang his head down. "Oh I almost forgot. Your wife is here." said Tom with a smile.

"Grandma?!" exclaim Ben & Gwen.

"MAX!" An dark-purple humanoid alien with pinkish purple tendrils "hair" wearing the Plumber armor dart through the hall and hugged Max as well as giving him a kiss. "Oh I missed you so much!" smile the alien.

"Verdona! I missed you too." winch Max as she is crushing him. Verdona let go of Max, quickly said "sorry" and look at Ben & Gwen.

"Oooh. Look how cute our grandchildren are!" squeal Verdona as she bend on her knees and pinch Ben & Gwen's cheeks. They ignore it and hugged their grandmother.

"Grandma!" cried Ben & Gwen as they start crying. Verdona know why.

"I'm so sorry that I fake my death. I just don't know how will you and your family react if they find out I'm an Anodite. Max, do they inherit my powers?" ask Verdona.

"Gwen doesn't inherit your power but Ben does." said Max. Ben hold up his fists and they become covered in mana energy aura. Verdona gave wide smile.

"This is great! Okay, Ben, once you grown a bit more bigger, I'll take you to my home planet so I can teach you how to use mana. I know you're learned a few but I'll teach you the most difficult one." offer Verdona.

"Yes. I'll go with you once I'm older." smile Ben.

"So Max, I heard Eon has escaped. Did he knew about this place?" ask Verdona.

"We don't know yet but let's check the Hands first." said Max. The Plumbers led them to the rooms where the Hand of Armageddon is. The Plumbers explain to Ben, Gwen & Kevin about the Hands.

"Why can't you destroy it?" ask Ben.

"We tried. We used everything we have and nothing." answer the restaurant owner.

"The last time we try to destroy it, we just cause a heavy earthquake on New Mexico." answer the principal.

"So you need a hero. Heroes, like us? You're talking about us, right?" ask Ben. As they plan to move the Hands to a safer place, 12 of Eon's minions appear and attack. While the Plumbers defend themselves, Kevin absorb the wall's material and gain rock-like skin. Kevin & Ben attack the minions while Gwen press the core and become covered in green light. The Plumbers & Verdona saw Gwen transforming.

Her hand start growing, become covered in grey fur & her five fingers merged into three black claws. Her body begins to grow and become covered in grey fur. She grew two wolf ears and a long brushy tail. Her legs become hind-legged and grew four claws. Her mouth stretch into short snout with black nose. She wore a light blue uniform, dark blue lining that travel from her breast to her waist & have no pants-legs or sleeves. She wore the Omnitrix symbol under her breasts.

"**Blitzwolfer!**" roar the she-wolf.

"A Loboan?" exclaim Tom & the principle.

"Ah, the Omnitrix!" exclaim Verdona.

The minions try to attack Blitzwolfer but she inhale deeply, her mouth split into four jaws and let out a sonic howl.

"AWOOOOOO!" howl Blitzwolfer as her sonic howl push the minions away. Ben jab the minion with his mana-infused fists and Kevin smack the others with his backhand punch.

Eon appear while everyone are distracted and try to activate the Hands but, since he grew too old because of his time jumping, he doesn't have enough power to activate it. Ben got corner so he spin the ring dial and its core pop up. Eon heard the Copytrix's beep and saw Ben. Suddenly, the Copytrix start glowing purple and Ben moan in pain because the Copytrix become too hot all of a sudden. Then Eon grab him and drag him out of the Plumber base.

"Let me go! What are you doing?!" grunt Ben.

"Saving you! I'm going to awaken you!" said Eon as he hold Ben's arm and start rotating the ring dial of the Copytrix but a mana bolt struck him and Ben broke free.

"Get your hands off my grandson, Eon!" hissed Verdona as her tendrils hair start rising up in the air. "Ben, transform!" order Verdona as she restain Eon with her mana. Ben spin the ring dial and slap the core down. He start glowing as he begin to transform.

His hand stretch itself and form into a crab-like pincer. His head start pulsing in electricity as his brain become 3x larger than normal size. His whole body become covered in orange exoskeleton and gain four flat legs. He wore the Copytrix on his brace around his neck.

"**Brainstorm!** Now Eon, will you surrender or face humiliating defeat?" ask the crab-like alien in science lingo. His skull plates open up and reveal his huge brain then discharge two powerful lightning bolts at Eon but he quickly disappear in a flash of light. "He's gone." said Brainstorm as he morph back into Ben.

"For now. Come, Ben. I'll take you home." said Verdona.

-Ben's house-

Vendra brought Ben to his bedroom via the window so her son and her daughter-in-law won't notice her. She check Ben's arm.

"What happen?" she ask.

"I-I don't know. The Copytrix suddenly got hot and turn purple." explain Ben.

"Well, Eon might come back for you so we must be alert. You get some rest, Ben. Good night." smile Verdona as she gave Ben a good-night kiss and she left.

-In the morning-

The Plumbers return to their normal daily routine and keep their eyes out for Eon. At school, Gwen pour out some plastic dove, cape, hat and other magic stuff. Ben & Kevin just gaze at it without a word.

"Well, let's practice our tricks!" smile Gwen.

"Tricks? How about Ben pass the cape over you and take the cape off with you turn into Blitzwolfer or Wild Cat?" ask Kevin.

"Yeah, that will work for when the other fails." said Gwen.

"I can't believe you're thinking about talent show! Eon knew about me & who knows what will he do with me!" argue Ben.

"Ben, there are Plumbers everywhere. Relax." said Gwen. Ben scoff and storm off to the gym. He sat on the bench and sigh. Suddenly the Copytrix start glowing and grew hot.

"GAH!" exclaim Ben in pain. He knew what that mean and head for the exit but Eon appear and grab Ben.

"With all those Plumbers around, I thought we'll never have times alone!" growl Eon as he once again try to rotate the ring dial. Ben pull the alarm switch and the alarm sound off. Eon got distracted and Ben jab Eon's hip with his mana-infused punch. Eon let go of Ben and he roll forward, stand on his feet and try to activate the Copytrix but it's not working as it give off static sound and the symbol change from green to purple and back again. He decide to use his mana and drop in defence stance.

Then Gwen, who heard the alarm, barge in the gym. "BEN!" exclaim Gwen as she spin the ring dial and press the core.

She lift her arm up as it become covered in crystal. Her face turn into crystal with wide mouth, two spikes on both side of her head and crystal-like bangs. She gain a uniform with one pant-leg and a pantyhose on her left leg. She grew two small crystal shards on her back and she wore the Omnitrix symbol on her right thigh.

"**Diamond Head!**" shout the female Petrosapien as she punch Eon away. Eon slide on the floor then stand on his feet. "Gym is now in session. Today we're going to beat up a Chronian!" grin Diamond Head as she place her fist on her open hand.

"Grrr..." growl Eon as he throw energy bolts at Diamond Head but she create a crystal shield from her hand, withstanding the attacks. "Nice try! Catch!" shout Diamond Head as she thrust her hand and fire 5 crystal shards. Eon got hit and crash against the wall on his back. "You're out!" joked Diamond Head.

"Argh... Nice try, Petrosapien. But when the alarm sound off, everyone in this building will come in which room, Gwen?" ask Eon.

"Uh-oh." said Ben.

"Oh man!" exclaim Diamond Head as she look over her shoulder and heard footsteps outside of the doors. When they look at Eon, he's gone. Everyone barge in the room but saw no one as Ben ran outside and Diamond Head hide in the girl's bathroom. She is sitting on a toilet.

"I shouldn't have drank 2 gallon of lemon juice." sigh Diamond Head as she rest her head on her right hand and finished her leak. Ben wait outside and Gwen come out of the gym.

"What happen? How did-"

"He want to get me alone!" snapped Ben as he storm off.

-9:00 PM-

Ben was sitting in the park, waiting for Eon. Then Gwen, Kevin, Max & Verdona arrive.

"Ben!" shout Max & Verdona.

"What are you guys doing here?!" he ask them

"Ben, you're crazy if you think you can beat Eon by yourself!" said Gwen.

"Come on, let's go home." said Max. Suddenly the Rust Bucket exploded in flames and Eon appear as he walk toward them. His minions appear and grab the heroes.

"What have I done?" gasped Ben.

Everything went dark. It was dark for a long time until Eon remove the bag from his head. Ben close his eyes as the light blinded him and try to gain his bearing.

"Grandpa? Grandma? Gwen? Kevin?" ask Ben as he look around aimlessly.

"We're here, Ben. Just calm down." said Max.

"What are you going to do to us?!" snapped Kevin.

"What I'm about to do will be the salvation of my race. I will use the Hands to bring my race to this planet so we will settle on Earth." explain Eon.

"As in taking over our planet?!" shout Ben.

"Do you know why the Omnitrix & its copy allows you to maintain your transformation for 10 minutes?" ask Eon.

"Yeah, but we lost the manual & we unlocked the Master Control." scoff Ben.

"It's a failsafe! Once you transform into an alien, its DNA will take over your mind and body." answer Eon.

"But what's that got to do with Ben?" ask Gwen.

"Because he has _my_ DNA." answer Eon with a wide grin. Verdona & Max become wide-eyed and shocked. "My DNA was locked away but soon I will release it and you will be reborn!" said Eon as he start rotating the ring dial and the Copytrix turn purple but this time it's not burning.

"Please...don't..." beg Ben as he start shedding tears of knowing what will happen to him. Eon continue rotating the dial until the black dots merge into a figure identical to Eon's appearance. He press the core down and step back as Ben begin to transform. His body becomes covered in purple energy then morph into an adult version of himself, wearing Eon's uniform (minus the helmet). He rip the chain apart and breath deeply.

"Well done, Ben. I thank you very much. Two of us can't exist in this timeline." said Eon as he disappear in a bright light.

"Ben?" ask Gwen.

"My name...is NOT Ben! It's Eon!" growl young Eon. "I have so much power! Trapped...in that boy's body. No more!" shout young Eon. He walk toward the Hands and dose it with his powers. The Hands turn on and release a burst of energy. In the instant, the Chronian battle fleet appear in the sky. While young Eon continue dosing more energy, Verdona broke free using her mana, Kevin absorb the metal from the chain and snap free, Gwen help Max by sticking the wrench out and kick the top off so its laser snap the chain. Gwen quickly press the core and the chain snapped as she morph into...

"**Four Arms!**" shout the female Tetramand. She land on her feet then tackle young Eon away from the Hands. While Four Arms and Kevin distract young Eon, Verdona chant some spells and use her mana to disable the Hands. Max help her by stabbing the power cables on the core. The feedback disrupted the Hands and is now useless. The fleet disappear from thin air. However there is still one problem.

"Argh!" yelped Four Arms as young Eon defeated her easily. Kevin was beaten badly and try to stand up. He saw young Eon start fiddling with Four Arms' symbol.

"What...are you...doing, Ben?!" ask Kevin.

"I'll have her scan my DNA so she will become my slave." grin young Eon.

"Get...your hand...off her!" growl Kevin. "Fight me! I'm not through with you, Ben!"

"Ha! You amuse me, Kevin. But I'm through with you. You're not worth it. You never were." laugh young Eon. Kevin become wide-eyed and become consumed in rage of the thought of Gwen becoming a female Chronian. Suddenly his pupils shrink to tiny slits and shut his eyes in pain.

"GRRR! GRAARRRR!" growl Kevin as his left arm start expanding and become covered in molten rocks as well as his right arm, which was covered in crystal. His legs expanded greatly, causing his pants to burst apart, leaving only the black boxer. His legs turn red and have two front claws and one on the back. He grew a black-and-blue tail. His whole body grew larger and his shirt got ripped apart. He grew two large orange wings, he grew two extra arms that are covered in orange fur with black stripes and armed with four sharp claws. His back becomes covered in black skin with digital pattern. His face turn red skinned, his teeth grew into sharp fangs that stick outside of his lips, he has two left eyes & one vertical right eye and have gills on his throat.

"GRRR! RRRRRAAAAAGGHH!" roar Kevin. His roar is so loud that it echo through out the Plumber base. Vendra & Max were shocked and horrified of Kevin's mutation.

"K-Kevin...?" gasped Four Arms.

"Ben... DIE!" roar Kevin as he suddenly charge toward young Eon at superhuman speed and ram his diamond arm against Eon's chest. The force of the impact was so strong that young Eon bore through the wall then fell on the floor flat.

The Plumbers arrive to help when they heard about Eon, but old Eon's minions appear and surrounded them. However, Kevin create a huge fireball then split into 12 and killed them.

Young Eon stood on his feet sluggishly.

"W-What...what happen?" ask young Eon in confuse tone. Kevin glare at young Eon then gave a wild, twisted laugh.

"Mwah ha ha ha! Such powers! Once I absorb your powers and add to mine, I'll be unstoppable!" chuckle Kevin in a deep distorted voice. Kevin reach his flaming hand at young Eon's face so he can absorb him.

"Kevin, don't!" begged Four Arms as she begin to glow and switch form. Her body becomes slimmer and reduce height by 5, she lost her extra arms and her arms become wider. She wore a dark-blue overall uniform. On her belly are three green orbs. She wore a dark-blue helmet with two orange ponytails, two oval-shaped eyes and two marking on her cheeks. On her forehead is the Omnitrix symbol. "**Ditto!**" smile Ditto in a teen voice as she jump and kick Kevin's face.

"Ow! Grrr!" growl Kevin as he recover the blow and swing his right arm, firing shards at her. Suddenly Gwen split into two of herself and the shards missed.

"Kevin! Stop this at once!" shout Ditto.

"Sweetheart, listen to us!" beg the clone. They both attack Kevin but he roar in such fury and slam his arms, sending shockwave. Dittos evade it and start multiply themselves up to 10. They pounced him and start jabbing him into the ground. When they stand up, Kevin is gone.

"Oh no... We didn't kill him, did we?" ask Ditto #1.

"No. He just vanished, right?" ask the clone.

"Yep yep!" nodded clones #2, 3 & 4. Then Kevin appear behind him.

"Heh-heh. Nice try, shrimps!" grin Kevin.

"Ben, can you return to your normal self?" ask Ditto.

"I think so." Young Eon open his jacket and found the Copytrix symbol. He turn it clockwise and transform back to his 10-year old self. "Kevin, get ahold of yourself!"

"I'm NOT Kevin! I have the powers of all 10 aliens combined with my alien power! I AM **KEVIN 11!**" roar Kevin 11. "And you, Ben 10, are going to DIE!" roar Kevin 11 as he charge toward Ben but Ditto order her clones to grab him and slow him down. Kevin 11 growl as he knock the Dittos off him but Ditto face him.

"Kevin... Please stop... You're hurting me again..." plead Ditto as her eyes start streaming tears and close her hands together. She is feeling the pains of the clones.

"KILL... YOU!" growl Kevin 11.

"Kevin... Please... Please..." Ditto sob heavily as the clones gather around her and one of them place her hand on her shoulder as they share the same sad expression. Kevin 11 glare at her eyes and observe her closely. Ditto's human form flashes in his memory and he become wide-eyed.

"G-Gwen... ARGH!" groan Kevin 11 as he clutch his head with his upper arms and fell on his knees. "Gwen... I'm going crazy... Remember my words, Gwen. Don't come after me... Promise me that." begged Kevin 11.

"Kevin, no! Let me help you!" plead Ditto.

"Gwen, I love...yo-RAAAGGHHH!" roar Kevin 11 as he made a powerful running start and ran through the wall, destroying everything in his path. Verdona use her mana to find him and learn that he smash his way out of the base.

"He's gone..." said Verdona.

The Dittos' Omnitrix symbol start beeping, due of massive pain they receive and they're exhausted, and they merge back into one then the original Ditto transform back into Gwen. She fell on her knees.

"Wahhh! Kevin! Nooo..." scream Gwen as she cry heavily.

"Vilgax must've knew about this! He must've transfer the Omnitrix's energy to Kevin while you were captured." said Max. As Max & Verdona try to comfort Gwen, Ben ask the Plumbers while the principle search for the car key so he can take Ben & Gwen home.

"You know, having Eon's powers is cool. You think I can use his powers, without body stretching part?" ask Ben.

"Found the key!" said the principle but his voice sound distorted and slow. Then everyone become frozen in place. Ben got surprised and knew it was Eon but this time, the Copytrix is not glowing. Eon appear in front of the group.

"The answer to your question, Ben Tennyson, is no! That power belong to me!" growl Eon as he grab Ben and drag him along.

"The Hands is gone, Eon! You lost!" growl Ben.

"You should've been a god!" shout Eon as he throw Ben across the room. Ben quickly create a mana platform to stop his fall. Then he grab Eon in a mana aura and throw him across the room, smashing him against the wall.

"Prepare yourself, Eon! I'm going to use my special trick!" grin Ben as he start concentrating his mana. The aura start expanding and his skin start peeling off as his eyes start glowing. The ground begin to shake and the floor cracks. Ben start floating in the air and Eon become wide-eyed.

"What?!" gasped Eon. Ben release a bright light and emerge as a male Anodite, who is two feet shorter than Verdona. Ben's hair glow in flaming blue, his skin turn dark-blue & have no nose. Ben grin as his transformation is completed.

"Prepare to lose, Eon!" chuckle Ben in a combined voice of child & adult. He charge toward Eon and Eon quickly decide to kill Gwen so he throw an energy bolt at her. The bolt exploded and Eon grin evilly. Suddenly Ben appear behind him with Gwen in mana shield.

"No! It's not my time!" gasped Eon and before he react, Ben fire a powerful mana ray and send Eon crashing into the Hands, sending out powerful shockwave and knock out the lights around Bellwood.

Time resume to normal and Max turn on the emergency power. "I hope nobody notice that." said Max.

"What happen?" ask Gwen.

"Eon's toasted!" smile Ben. Gwen & Max become surprised of Ben's transformed state and Verdona smile.

"You transform without difficulty. Ben, you really surprised us." said Verdona.

"Gwen, the talent show!" exclaim Ben.

"Oh I almost forgot! Come on, we'll have to use our powers as the trick!" said Gwen.

-At school-

Everyone are waiting for Gwen & Ben. Then Gwen arrive at the scene wearing gold glittered jacket.

"Sorry for the wait, everyone. Allow me to show you my new trick." smile Gwen. "Assistance, please step forward."

Ben enter the stage in his human form. Cash, TJ & the girls start laughing at Ben but Ben gave a grin. Gwen hold up a cape and cover Ben.

"Abracadabra!" shout Gwen. Ben's height grew taller than he took off the cape and he roar like a tiger as he transform into Rath.

"RAAGGH!" roar Rath. Everyone gasped then cheered as they applause.

"Whoa, that's Rath?!" exclaim the blonde girl.

"Hello Rath." smile Gwen.

"Let me tell you something, magic girl! Rath don't like you bringing me here without Rath knowing!" growl Rath. Gwen laugh at him then cover him with the cape. She said the magic word again and Rath's height shrink down. Gwen remove the cape and reveal a blue, six-eyed and four-armed monkey.

"**Spider-Monkey!** Ooh-ooh-ah!" shout Spider-Monkey. Everyone exclaim in awe and applause again. Gwen repeated the progress. She remove the cape and reveal Ben. Everyone applause again.

"Now ladies and gentlemen, we'll display our last tricks." smiled Ben as he cover Gwen in cape and whisper her about something. Ben said the magic word and pull the cape of Gwen. She transform into pink humanoid tiger.

"RAAAAGGHHH!" roar **Wild Cat**.

"Whoa!" exclaim everyone.

"This is Wild Cat, everyone. She's a nice kitty if you treat her nicely." smile Ben. Wild Cat start licking her paws then notice a butterfly pass by.

"Meow? Meow." smile Wild Cat as she grab the butterfly with her paws.

"Awww." sigh the teacher. Ben cover her in cape, said the magic word and remove the cape. Wild Cat revert back into Gwen. The duo bow and they heard a thunderous applause. They won first place, not just for their magic tricks but also introduce some aliens to everyone.

While they go celebrates, Gwen gaze at her cellphone. On the screen is the picture of her & Kevin eating cotton candy together. She sigh and wipe her tears.

"Kevin... I will save you someday. I will use everything in my powers to save you." sigh Gwen.

**Gwen- It's...so...sad.**

**Kevin- I become a psycho monster. Go figure.**

**Axle- I feeling better now. Gwen, what are you doing with that bat?!**

***Gwen start swinging her bat while I run***

**Axle- What is wrong with you?!**

**Gwen- Bring Kevin back!**

**Axle- Help!**


	12. Dr Animo's Mutant Ray

**Chapter 12: Dr. Animo's Mutant Ray**

**Axle- Get away from me!**

**Gwen- Bring him back! Bring my Kevin back!**

***I ran out of my house and run as fast as I can while Gwen continue to chase me with sledge-hammer***

**Ben- Shall I send in?**

**Kevin- Send it.**

**Disclaimer: Axle don't own any Ben 10 characters.**

In Gwen's bedroom, Gwen was rotating her ring dial until she stop rotating. She sigh and gaze at the window. She start muttering to herself.

"Kevin. I wonder where did you go? I wish I could help you but I-" Gwen's monologue was interrupted by Ben who enter the room and toss a pillow at her.

"Hey Gwen. Stop mopping around and let's go to school." said Ben.

"I don't feel like going to school." sigh Gwen.

"Gwen... Alright. See you at 3." Ben close the door and left for school. Ben start walking his way to school then he bump into an old lady.

"Oh sorry, ma'am." apologized Ben.

"Hello, my grandson." smile the old lady. Ben got wide-eyed than use his mana to scan her appearance. His mana reveal the old lady as an Anodite.

"Gra-Grandma Verdona?" whisper Ben as he can't shout her name out loud because everyone believe she's dead. "Is something wrong?"

"Oh nothing. How's Gwen?" ask Verdona.

"She's still upset of Kevin turning into a mutated monster. Can you think of something to cheer her up?" ask Ben.

"Well, I heard the school are having a field trip to the village in a swamp. Gwen love nature, does she?" ask Verdona.

"Yeah and even more if there are yellow flowers! I'll head to class and sign Gwen up while you tell her about it!" smile Ben as he ran ahead. Verdona smile then walk her way to the house. Once she arrive, she dissolve her disguise and fly her way up to Gwen's bedroom.

"Hello Gwen." greet Verdona.

"Leave me alone, Grandma." mutter Gwen as she bury her face on her knees. Verdona just sigh and sit next to her. She told Gwen about the field trip and she just shrugged.

"Gwen, I know you love Kevin so much and that's not him. The Osmosian grow insane when they absorb energy, that's why Kevin went crazy. If this make you feel any better, I'll do my best to find Kevin." smile Verdona. Gwen gave a smile and hug her Grandma. Max step in the bedroom with a worry look in his face.

"Gwen, Verdona! I think I know where Kevin is." said Max. He turn on Gwen's TV and the news flash start: It show a male Pyronite attacking the Bellwood. He doesn't have the Copytrix on his chest.

"What make you think it's Kevin?" ask Verdona.

"Look closely." said Max. The Pyronite blast his way through the building and, when he emerge, he morph into a male Felinesapien and tear the police car in half. Then morph into a Pyrofiggian and burn the buildings with his fireballs. "Kevin absorb your alien powers so he can morph into one. He seems to snap some control but he'll might transform again." said Max. Gwen quickly ran outside and spin the dial. She press the core down and she exploded in green light. The light subside and she transform into a Hedgesapien wearing dark and light blue jumpsuit with exposed thighs.

"**Needle Mouse!**" shout the hedgehog then she curl up into a spin ball and dash her way to the town center. She arrive and found a Tetramand who look like **Tetra Arms** but she know it's Kevin.

"Kevin!" shout Needle Mouse.

"Hmm?!" the Tetramand turn around and saw Needle Mouse. "Gwen?! I told you to stay...away from me!" growl Kevin as a Tetramand.

"Kevin, I want to help you!" begged Needle Mouse.

"Gwen, I absorb too much energy! I...can't control myself... It's...taking...over my..."

"Don't worry, Kevin. Ben & I-"

"BEN?! BEN?! I HATE BEN TENNYSON! HE ALMOST KILL YOU!" roar Kevin. Suddenly he start changing; His legs expanded and rip his pants off, leaving his black boxer intact. His torso/stomach expanded and tear the uniform apart.

"No Kevin! Don't transform!" shout Needle Mouse.

"RAAAAAAGGGHHH!" roar Kevin. His upper right arm become covered in brown rocks and ignite in flames. His upper left arm become covered in crystal. His lower arms become covered in orange fur with stripes and grew claws. His whole torso and back got covered in black with green pattern. He grew a dark blue with black stripe tail & two large orange insectoid wings. He grew gills on his neck, his right eyes become a vertical gaping eye & grew razor-sharp fangs. He grew his black hair back after he finished his mutation.

"Alright, Gwen 10! Prepare to face the might of **Kevin 11**!" roar Kevin 11. Needle Mouse try spin dashing but Kevin 11 grab her with his flaming arm. "Nice try!" grin Kevin 11 as he increase the heat of his arm and Needle Mouse's fur burst in flames.

"AAIIIEEEE!" scream Needle Mouse than Kevin 11 slam her into the ground. She struggle to stand on her feet while Kevin 11 raise his crystal arm and morph it into a blade. Needle Mouse quickly press the Omnitrix under her breast and she engulf in bright green light. She disappear in the instant as Kevin 11 slam his blade into the ground. He scoff and look up to see a female Kinceleran with dark/light blue uniform.

"Kevin, you almost kill me!" exclaim **XLR8** in anger.

"Yeah, so?" scoff Kevin 11. He slam his fists against the ground, sending shockwave of fire and crystal field. XLR8 evade and rush in close. She jab Kevin 11's face, swing her tail across his cheek than rapidly bash his stomach with her high-speed kicks and ram her feet against his chin. He stagger a few steps back and shook his head.

"Kevin, you made a big mistake! Having the combined alien powers made you very unbalance! You can't control your powers correctly!" sneer XLR8.

"Yeah right! That's where you're wrong! I can combine my powers. Such as this: Super Strength + Super Durability + Super Speed = what?" ask Kevin 11.

"Stop this joke!" growl XLR8 as she start accelerating her speed than took a superfast running start.

"= One Mean Punch!" laugh Kevin 11 as he instantly run toward XLR8 at high-speed and ram his crystal fist against her chest. The impact unleash a shockwave and XLR8 got propelled backward and crash through the buildings **(8 buildings actually)**. She finally crash against the wall on her back and fell on her knees. She yelped in pain as she drop on the ground and clutch her chest with her hand.

"Gah! Argh... What...power!" gasped XLR8 as she try to stand on her feet. A huge field of crystals surround her and trap her inside. Kevin 11 arrive and walk toward the crystal so he can finish her off. Suddenly the crystal prison exploded and emerge a female Tetramand. She ram her upper fists against Kevin's face, slam her lower fists against his chin than slam all four of her fists against Kevin 11 and smash him into the ground. She jump up then slam her arms against Kevin 11 than start jabbing him into the ground.

"How. Do. You. Like. THAT?!" scowl **Four Arms**. Kevin 11 turn intangible and phase through the street. Four Arms ram her fist against the ground and she start looking around in confusion. "Kevin?! Come out!" shout Four Arms.

"Behind you." Four Arms quickly turn around and receive a slash across her belly, leaving three tear on her shirt.

"Argh!" groan Four Arms. She threw her punches but Kevin 11 grab all of her fists and engage in armlock. She struggle to push him back but she's losing. Kevin 11 overpower Four Arms: He covered Four Arms' upper right arm in crystal, leaving it numb, torch her upper left arm with his lava-like hand, and sank his claws on her two lower arms.

"GYAAARGGH!" scream Four Arms then she become completely covered in crystals and melt it solid by the flame. Kevin 11 inhale deeply and release a sonic shout.

"RAAAAGGH!" shout Kevin 11 as his sonic shout shatter the crystals and send Four Arms flying into a gas station, resulting an explosion. Kevin 11 watch the flames blazing in the area until a huge fireball emerge from the firewall. Kevin 11 grab the fireball and absorb it. A female Pyronite rush out of the flames, running toward Kevin 11 with her fists covered in flames.

"Take this!" shout **Heat Blast** as she punch Kevin 11's face twice, land a powerful thrust punch against his face, ram her punches on his chest, lend her hands back than thrust them forward, unleashing a wide-spread fire blast at blank-range. Kevin 11 rush out of the flames undamaged and land unblockable, superfast barrage of powerful punches. Heat Blast couldn't defend herself or evade in time as she get pummel. He land an uppercut on her chin, thrust his crystal arm and fire a series of crystal shards against her belly. He jump up and ram his feet against her face, sending her burrowing through the ground. Heat Blast stood up sluggishly but Kevin 11 start running around her in circle, create a tornado that send her up in the air. As she fall back down, Kevin 11 bore his jagged jaws through Heat Blast's waist and use his lower arms to grab her arm and leg & start pulling her down while chewing through her stomach.

"AIIIIEEE! KEVIN, STO-AAAAHHHHH!" scream Heat Blast in intense pain. Kevin 11 release her than slam her into the ground. Heat Blast remain motionless with huge cracks on her belly. Kevin 11 raise his foot and slam it against her Omnitrix symbol, causing the Omnitrix to release a spark of red bolts. Before Kevin 11 kill her, the Omnitrix on her chest start beeping and she transform back into Gwen. Kevin 11 sneer at Gwen.

"Sweet dream, princess! MWAH HA HA HA! GYAH HA HA!" laugh Kevin 11. "Next time, Gwen. Next time, I will give you a sweet, delicious death!" laugh Kevin 11 as he gave a sick twisted grin than he left. Gwen woke up and gaze at her belly. Her shirt got soaked in blood and she fainted by the loss of blood.

-Later-

Gwen woke up and look around. She's in a room and her shirt was removed, leave her upper body exposed. She see her belly was wrapped in bandage. Than Max & Verdona enter the room.

"Grand...pa, Gr...Grandma? W-What happen..." ask Gwen in a weak voice.

"Kevin 11 almost killed you. You're lucky that Ben pass by and use **Turbo** to bring you in the Plumber base." explain Max.

"Kevin... Why...does he hate me...? Why Grandpa..." whimper Gwen.

"No, Gwen. Kevin doesn't hate you. If he did hate you, he would've killed you but he didn't." said Verdona softly.

"Gwen!" Ben enter the room and greet Gwen. "What just happen? I thought having a mixture body of all 10 aliens gave Kevin a disadvantage in power?" ask Ben.

"I thought...so too, Ben. But he can...actually fused th...the powers as one. By combining...Four Arms' super st...strength, **Dia...Diamond Head's** super durability & XLR8's super...speed, he land one powerful punch that send me flying...about 20 feet a...away from...him. I couldn't...defeat him... Needle Mouse...XLR8...Four Arms & Heat Blast... They're not strong enough to beat him..." explain Gwen with every grunts in pains.

"Magister Tennyson, Gwen's wound will be fully healed in few minutes. I told the teachers that Gwen got attacked by a savage dog." said the principle.

"Thank you." nod Max.

-Next Morning-

The students went on the field trips and Ben & Gwen are with them. Once they arrive, everyone ran out of the bus and head for the village. Gwen walk to the right of the village. Unbeknownst to Gwen, the Omnitrix release a sparks again and the face plate fell off! Gwen stood near the swamp and gaze ahead.

"Kevin..." sigh Gwen. She look at her Omnitrix than she saw the face plate is missing. She look around and couldn't find it. Ben saw her worry.

"Gwen, what's wrong?" ask Ben.

"The face plate fell off!" exclaim Gwen. Ben got wide-eyed.

"How?!" ask Ben. Gwen try to think than she remember Kevin 11 land a very serious damage on her Omnitrix during their battle.

"Look around, I think it fell off around here." said Gwen as they search around. Suddenly a giant four-eyed, horned bullfrog emerge from the swamp river and land in the middle of the village. It croak twice and gaze at Ben & Gwen.

"Gwen, that's Dr. Animo's mutant frog!" gasped Ben.

"It must've went out of range when I smash the Transmodulator!" said Gwen. She press the core and she start glowing.

"Uh... Gwen? You transform into...**Wild Blast?!**" said Ben with a confuse look in his eyes. Gwen look at herself.

She become **Wild Cat** but she have Heat Blast's arm and her hair ignited in flames and her claws are fire-like. On the tip of her tail has ignited in flame. Her eyes are Heat Blast's eyes but with Wild Cat's pupils.

"I... I'm Wild Cat & Heat Blast mixed together?!" mutter Wild Blast in Heat Blast's voice as she gaze at her lava-like hands.

"Wow! You can talk now!" smile Ben. The giant frog croak and launch his tongue at Wild Blast. She quickly jump away and land on the trees. The frog retract his tongue than launch it again. Wild Blast jump from trees to trees, dodging the mutant frog's attacks. She growl and jump toward the frog. She zip pass the frog's face and land on the ground. The mutant frog roar in pain as it receive a burned cut on his nose. Wild Blast gave a grin as she lift her hands together, channeling her flames to create a huge fireball. She throw the fireball, pushes the mutant frog out into the swamp and exploded. Wild Blast smile then the Omnitrix start beeping and she transform back into Gwen.

Unbeknownst to the duo, a mysterious man appear and saw the whole thing.

"So that pesky girl who ruined my plan and destroy my Transmodulator has the device to turn herself into an alien, eh? What they didn't know that my pet was a diversion so you won't miss this!" grinned the man as he hold up a the Omnitrix's face plate.

"With it, I can mutate any animals with the powers of her aliens! I, Dr. Animo, shall have my revenge!" grin Dr. Animo before he disappear in the woods.

-9:00 PM-

As the class settle in the Inn, Ben & Gwen relaxes in their room.

"So how did it feel being a Fusion Alien?" ask Ben.

"A bit difficult but I manage to get used to its mixed powers. Guess now I know how Kevin can use all 10 powers as one." sigh Gwen.

"That face plate must be very important. We need to find it or someone else does." said Ben as he head back to the village.

"Ben, it's 9:00!" shout Gwen as she follow Ben.

-Elsewhere-

In a mysterious building, Dr. Animo finished building a giant cannon.

"Finally, my Mutant Ray is but one step from completion!" smirk Dr. Animo as he hold up the face plate and install it inside the Mutant Ray. "Now my test subject..." Dr. Animo search around for a perfect target and he found it: a fruit bat. He grin and ride on the Mutant Ray, aim at the fruit bat and fire a powerful focused ray. It struck the fruit bat and it screech in pain.

Suddenly its body got covered in brown rocks than ignited in flames. Its wings got its stretched skin replaced with flames. The mutated Pyronite bat screech in fury than fly its way out.

"Go my pet! Destroy Gwen Tennyson! Ha-ha-ha! Bwah-ha-ha!" Dr. Animo laugh crazily.

-The Village-

Ben activate his mana and search around the area, hoping he'll find the face plate. Gwen caught up with him and start catching her breath.

"Did you find it?" ask Gwen. Ben face her with his eyes glowing sky blue.

"It was here but someone found it. The frog was a diversion. Someone has it!" said Ben with a serious look. Then they heard a screech. They look up and saw a horde of **Fire Bats**.

"What kind of bats are they?!" gasped Gwen. The horde of Fire Bats fire barrage of sonic fireballs at them and Ben create a mana shield to which stand the attacks.

"Alien bats, maybe? Because they are Pyronite!" shout Ben as he throw mana bolts at them. Gwen slap the core and she start transforming. Ben sweep his hand and throw a crescent mana blade but the bats evade it. "Gwen?" Ben turn around and become surprised.

Gwen transform into Diamond Head but have the appearance of **Fire Fly**. She have two large crystallize wings, green abdomen and have Diamond Head's legs. She wear Diamond Head's uniform but her Omnitrix is on her forehead.

"**Diamond Fly?**" said Diamond Fly in shock. She shook her head and start flapping her wings. Lucky for her, she can still fly so she dash toward the Fire Bats. She start throwing punches, bashing several bats then fire crystal shards at the bats. "Ben! Take out the others!" shout Diamond Fly.

"It's hero time!" smile Ben as he spin the ring dial, selected a form and press the core.

The Copytrix release a burst of green energy. His hand turn black/blue and have four fingers. His feet stretched, gaining two front toes and one back toe and grew four large wings. Ben have green insectoid eyes and his body become covered in black & blue scales. He wore Copytrix symbol on his chest than he covered his body with his wings, forming like a hooded coat.

"**Big Chill!**" shout the giant moth in a deep voice. He open his wings and fly up to join with Diamond Fly. He breathe a ice-cold blast at the bats, turning them into blocks of ice and they fell in the water. Then he turn intangible and phase through the rest, turning them into blocks of ice.

Diamond Fly generate two fireballs in her hands, place them together & thrust her hands forward. She fire a heat ray than sweep it from left to right. The last horde got hit by the heat ray than they got encased in crystals.

"That's all of them." sigh Diamond Fly.

"I believe Dr. Animo really is behind all this." said Big Chill.

"What make you say that?" ask Diamond Fly.

"The frog, the face plate went missing, Heat Blast bats attack. It's all fit! Animo is using the face plate to mutate animals, giving them your alien powers. Before we got attack, I located the whereabout of Animo. Come on!" Big Chill slap his Copytrix and morph into an Aerophibian. "**Jetray!**" shout Jetray than dive into the swamp and swam ahead.

"Wait for me!" said Diamond Fly as she press the symbol on her forehead. She start glowing and fell into the water. Jetray continue swimming through water and look back to see if Gwen is follow.

"What?! Now it's **Mer-Mouse**?!" exclaim Jetray.

Gwen become **Needle Mouse** but she have webbed hands, green quills and spines, gills on her neck and wear metallic bra and have seashell accessories. Her legs already transform into a fish-like tail. The Omnitrix symbol is underneath her breast.

"Yeah, watch this!" she curl up into a ball form and spin dash through the water like torpedo. Jetray chuckle as he speed up and catch up with her. Once they arrive at the source, their symbols start beeping. They transform back into their human self and they swam out of the water. They enter the building and walk through the hallway.

Suddenly two large creatures smash through the hallway. They growl at them as they block their path. They were covered in crystal.

"Those are salamanders but they mutated into Petrosapien!" exclaim Ben.

"We can't shatter their hide with normal attacks." said Gwen.

"All we need is..." Ben slam the core down and got bathed in green light. His whole body turn white with boots. He had headphone-like ears and the Copytrix is on his chest. "**Echo-Echo!**" chimed the small alien in electronic voice.

"Let me help too!" Gwen slap the core down and she transformed. She look at herself: she become **Ditto** but become taller than Echo-Echo, has increased muscles, red-violet skin and grew a second pair of arms. She now has four eyes. She wore the Omnitrix symbol on her forehead. "Four Arms and Ditto? Awesome!" smile **Four Ditto**.

"Here's the plan: you get them to stay still than I blast them with my sonic shout!" explain Echo-Echo. Four Dittos nodded then clone herself until there are four Four Dittos.

"Four Dittos, attack!" shout Four Dittos as she and clone #1 attack the first Diamond Salamander while clones #2 & #3 attack the second. Combined might of Four Dittos are overwhelming as they repeatedly pound them but the amphibian lizards grab one of them and slam her against the wall. The other 3 groan in pain as they receive the other Four Ditto's pain, but thanks to their durability, they continue fighting while ignoring the pain. The Four Dittos slam their hands together and release a shockwave. The Petrosapien creatures scream in pain as they fell on their back. Four Dittos merge back into one and gave Echo-Echo, who create 8 clones of himself, the signal as she move away.

"Echo-Echo! Echo-Echo! Echo-Echo!" shout the Echo-Echos as they produce a combination of sonic shouts. The salamanders' crystal skin got blasted into pieces by the sonic vibration. The damage is too much that they can't regenerate. The Echo-Echos merge back as one. "We won!" smile Echo-Echo.

"No problem!" smile Four Ditto.

After few minutes, Ben & Gwen arrive at the center of building, where they found the Mutant Ray. Ben use his mana and located the face plate of the Omnitrix.

"I knew it! Animo used that missing part of the Omnitrix to mutate the animal into whatever alien form. We have to-" Ben was interrupted by the giant frog again and he was partner up with a giant mutant snail.

"Gwen Tennyson and your cousin, yes? I was hoping I will run into you someday. You will pay for ruining my plan and destroy my Transmodulator! Kill them my pets!" order Dr. Animo, who is standing on the seat of Mutant Ray. The frog and the snail charge toward Ben & Gwen. They quickly press the cores down and release a bright light.

"**Shocksquatch!**" shout the Canadian alien Bigfoot. He look at Gwen and chuckle a bit. "Wow, nice make over!" chuckle Shocksquatch.

Gwen transform into **Blossom Rose** but she have four eyes with antennas attached to them, four insectoid wings, a long tail with stinger and the malfunction Omnitrix is on her belly**.**

"Whoa! **Stink Fly** & Blossom Rose? It'll work." smile **Stink Rose**. They charge toward the monsters and Shocksquatch slam his electrical-charged fist against the frog's face. Than he grab his horns and hammer toss the frog across the room.

Stink Rose know the snail's eyes are sensitive so she quickly jab its eyes than slam her fists against the ground, sprouting four sharp vines and slash through the snail's slimy skin. It squeal in pain than try to devour Stink Rose but when she got half-swallow, she unleash her solar beam from her rose bud. The beam pierce through its head and died. Stink Rose pull her head out and shook her head, removing the drools on her face.

"Eww! Gross!" groan Stink Rose.

Shocksquatch evade the frog's tongue, grab it and slam him into the water. Shocksquatch thrust his hands and fire a wide-spread lightning wave, electrocuting the water and kill the mutant frog.

"NO! My pets!" exclaim Dr. Animo. He use the Mutant Ray as a weapon and start firing at the duo. Shocksquatch run away from the beam while Stink Rose took off in the air and charge toward Dr. Animo. She grab him, throw him off the seat then fire a blast of green goo from her eyes and trap him on the wall. She sat on the seat as she turn off the machine. Shocksquatch climb on the turret and pull the ace plate off. He toss it to Stink Rose.

"How do you fix it?" ask Shocksquatch. Suddenly Stink Fly's Omnitrix start beeping.

"There's one way to find out." Stink Fly place the face plate on the symbol and it reconnected. She transform back into Gwen and she gaze at the Omnitrix. The cap return to its place and the Omnitrix is now fixed. By becoming Stink Fly & Jetray, the duo quickly head back to the village with Animo, leave him at the sheriff's office and return to their room before anyone notice they're gone. They revert back to normal and went to sleep.

-Somewhere in the distant planet-

"RAAAAAAGGHHH!" roar Kevin 11 as he ram his crystal blade through a Tetramand warrior. He pull it out and the Tetramand drop dead. He look up at the audience.

"It's that your best warrior?! Bah! I want a worthy opponent! RAAAGGH!: roar Kevin 11. On the throne seat was a Tetramand wearing gold and black armors. He's more bigger and more muscular than any Tetramands.

"You will get your chance, Osmosian." mutter the Tetramand.

"Father, when will I crush his head?" ask a young female Tetramand. **(A/N : She look like 4-year old Four Arms, only with black hair and curved figure)**

"Soon, Looma. Send in more!" shout the Tetramand. In the arena, a green Tetramand step in the ring and attack Kevin 11. He did his best but Kevin 11 grab him with his arms than release a supersonic roar.

"RAAAAAGGHH!" roar Kevin 11 and his roar has shatter the green Tetramand's eardrums. Blood leak out of his ears and fell on his back, dead.

"No...more! The more I see the Tetramand, they remind me of Ben Tennyson! I will kill you, Ben Tennyson! I WILL KILL YOU! AND I WILL ABSORB ALL OF YOUR POWERS!" roar Kevin 11.

"I don't know who is this 'Ben Tennyson' but no one enter Planet Khoros and confront my father, **King Red Wind**! Prepare to be defeated by **Princess Looma Red Wind**, you freak!" growl Looma as she step in the arena and spun her dual-wielded hammers.

"I'M NOT A FREAK! I'M KEVIN 11! I HAVE YOUR POWERS, TETRAMAND, SO _YOU_ PREPARE TO BE _KILLED_!" roar Kevin 11 as he charge toward Looma and swing his Pyronite fist while Looma drop in defense stance and ready to swing her hammer-staff.

**Axle- My legs...**

**Ben- That's gonna hurt.**

**Axle- Why Gwen? Why?**

**Gwen- I want my Kevin back!**

**Axle- I will bring him back just be patient!**

**Ben- How did Kevin 11 got to planet Khoros?**

**Axle- I'll explain that later. Leave reviews, viewers.**


	13. Gwen 10,000

**Chapter 13: Gwen 10,000**

**Axle- Begin Chapter 13 and may I present you Gwen 10,000**

**Gwen 10,000- Hello, everyone. I'm only going to be here for two chapters.**

**Kevin- Wow...you are so sexy.**

***Gwen jab Kevin's arm.***

**Kevin- OW! What was that for?!**

**Gwen 10- For making googly eyes on her!**

**Ben- Gwen, that's your future self. -_-'**

**Gwen 10- Oops... Sorry.**

**Gwen 10,000- Begin the Chapter.**

**Axle- I said that already.**

**Disclaimer: I don't own any Ben 10 characters.**

**" " = Speeches**

**=Translation**

*** *= Thoughts**

**Leave reviews that is about the chapters, not about my grammar. I already receive two reviews from two fanfic talking about my grammar instead of my fanfic. My grammar is a bit off, okay? Just enjoy the story**

"So monster! Why did you come here?!" ask Princess Looma as she drop on her knee and catch her breath. **(A/N: Remember she's 13-year-old so she is not very strong)**

"I want to fight someone strong, so I can gain new powers! So I used the powers of the Galvanic Mechamorph and merge with one of the Plumber's ship & I crash on this wasteland of a planet!" explain Kevin 11 with his arms crossed.

"But if you're from Earth, how did you gain the powers of the Mechamorph and the Tetramand?" ask Looma.

"A little kid possessing a Galvan-based device called the Omnitrix, which contain the DNA samples of different aliens, including your kinds & I absorb their powers. I have the powers of all 10. Enough chit-chat! Let's fight!" roar Kevin 11 as he dash toward Looma and ready his punch.

"Hi-ya!" shout Looma as she somersault over Kevin 11 and land an axe kick on the back of Kevin 11's head. He got pushed forward and crash head first against the wall. All the Tetramands watch the battle from the audience seats & the Warlord **Gar Red Wind** watch from his throne. **(A/N: I did research about Looma's dad and their home planet, including the beast. Warlord or King, Looma is still princess)**

Looma land on her feet and run toward Kevin 11. Kevin 11 pull his head free but then receive a blow from Looma's hammer and he stagger back. Looma repeatedly slam her hammers against Kevin's face, torso and knees until he's down. She place her foot on Kevin 11's chest and raise her arms as everyone cheered.

"Not for real!" grinned Kevin 11 as he possesses Looma's body.

"What the?!" exclaim Looma than her eyes turn black with purple pupils. She try to move but she can't and she, for unknown reason, start jabbing herself in face. "What's going on?!" scream Looma as her arm lift her hammer and slam it against her knee.

"AAARRGGGHHH!" she scream in pain than she start levitating in the air. Gar was in shock as he watch his daughter crash against the walls like a rag doll. Once she return to the center of the arena, she fell on the ground and her eyes return to normal. Kevin 11 appear behind her with an evil menacing grin.

"Mwah ha ha ha! That's the power of an Ectonurite! And there's more: I have the powers of Piscciss Volann, Galvan, Pyronite, Petrosapien, Felinesapien **(Wild Cat)**, Pyrofiggian **(Fire Fly)**, and Kineceleran! I'm unstoppable!" Kevin 11 run around in circle, create a tornado and toss her up in the air. She fell back down and receive a powerful blow in the face. She crash against the wall and her lower body got encased in crystal. She sigh in defeat.

"I am yours now..." said Looma.

"What?" ask Kevin 11.

"I am your wife now." answer Looma. **(A/N: Don't take this the wrong way. If she's beaten, she will married those who defeated her once she's older.)**

"WHAT?! ARE YOU CRAZY!?" snapped Kevin 11.

"It's our traditional way; if a male being succeed in defeating the Tetramand woman, she will fall in love with and marry that male being." explain Looma. Kevin 11 immediately grab her, pull her out of the crystal and slam her against the wall.

"Me?! Marrying you? Ha! Don't make me laugh! Aside from me, who would ever love a four-armed, four-eyed freak such as you, kid!" laugh Kevin 11.

"I'm not a freak!" snapped Looma.

"Whatever. Listen, freak, I'm canceling your offer! Beside, you're just a 13-year old freak!" smirk Kevin 11 as he threw her across the arena and she crash against the wall next to her father.

"Looma!" exclaim Gar.

"I...I'm sorry, Father... I...failed you..." mutter Looma as she fell unconscious. Gar shot up from his throne.

"Tetramands! Kill that monster!" order Gar.

"Bring it!" grin Kevin 11. Suddenly missiles appear from nowhere and blasted the arena. Everyone recovers from the blast and Kevin 11 wonder who attack them.

"Osmosian!" shout a raspy voice and Kevin 11 recognized it.

"VILGAX!" growl Kevin 11 as he turn around and throw his punch but Vilgax caught his fist.

"You finally transform." chuckle Vilgax.

"You knew, eh?" Kevin 11 lower his fists and cross his arms. "What do you want?" ask Kevin 11.

"You want revenge on Ben Tennyson?" ask Vilgax. Kevin 11 quickly shot up in rage.

"YES!" growl Kevin 11.

"Than follow me." Vilgax took Kevin 11 to his ship. As they enter the ship, Kevin 11 saw several familar faces; **Six Six, Seven Seven**, **Vulcanus**, **Charmcaster**,** Yenaldooshi**, **The Mummy, Dr. Vicktor** & **Zs'Skayre**.

"Hmph!" scoff Kevin 11 as he sit on the passenger seat.

"Are you sure he'll help us?" ask Vilgax.

"Of course, Vilgax. Only he has the winning chance against...Gwen Tennyson!" grin **Dr. Animo**, whose body is of a yeti. The ship took off and vanished in a purple hole.

-Planet Earth-

Ben & Gwen return from their field trip and head to the Plumber Base. Once they arrive, they were greeted by Verdona.

"Grandma. Did you find Kevin?" ask Gwen.

"I succeed of locating him but before I can pinpoint, he's gone..." answer Verdona.

"What? How can he disappear?" ask Gwen.

"He just time travel." answer someone. Ben, Gwen, Max and Verdona look around in confusion than saw a man in a lab coat with a goggle hanging around his neck.

"Who are you?" ask Ben & Gwen in unison.

"Professor Paradox, at your service. I am a time traveler." smile Prof. Paradox.

"Yeah right." Ben laugh.

"Oh really? Benjamin, I know you're obsessed with Sumo Slammer and your left eye twitches when you lied. You have a crush on Kai Green but she turn you down. And you cheated on the exams by digging the answers from your teacher's thought." smile Prof. Paradox.

Ben got wide-eyed and Max, Verdona and Gwen look at Ben.

"He's lying!" shout Ben. His left eye start twitching.

"No, _you're_ lying, Ben. Your left eye really does twitch when you lied." grin Gwen

"So what bring you here, Paradox?" ask Max.

"Vilgax, Dr. Animo and others took Kevin 11 to their alternate timeline, in hope he will kill Gwendolyn Tennyson in that timeline. If Kevin 11 manage to absorb that Gwen's Omnitrix, he will gain untold powers and might destroy everything and everyone in the galaxy. He might even absorb the Anodite's power, so it will be disastrous." explain Prof. Paradox.

"What?!" exclaim Verdona. "How will we stop him?" ask Verdona.

"You four must go to that timeline and stop Kevin 11." answer Prof. Paradox.

"How?" ask Ben.

"I will take you there myself. Follow me." Prof. Paradox open a time/space portal and everyone enter through it.

-Alternate Timeline-

Gwen, Ben, Verdona & Max arrive in a high-tech city. Prof. Paradox has vanished and the sign said "Bellwood".

"This is Bellwood?" exclaim Gwen.

"Doesn't look like it." said Ben.

"Hold it right there, intruder!" shout someone. They look around for the source of the voice than suddenly a blue blur appear in front of them. It's a Kineceleran, wearing a jumpsuit similar to XLR8's and she have the Omnitrix symbol on her chest but colored green/purple.

"What are you doing here in Bellwood?" hiss the Kineceleran.

"Whoa, we're not here for trouble-" Before Ben can explain, the Kineceleran smack him with her tail.

"Ben! No one hurt my cousin and get away with it!" Gwen press the Omnitrix's core and engulf in green light.

Her arm's blood vessel become overflowed and travel up to her eyes. She shut her eyes then shot them open. Then her eyes turn green and her face turn blue with stripes. Her legs transform into hind-legs and have black balls on her feet. Her body change also and grew three scissor-like claws, black-striped tail & her skin turn blue. She wore a dark and light blue jumpsuit & wear a helmet. She spun around once, her face got covered in a visor and strike a pose.

"**XLR8!**" shout the Kineceleran.

"Huh?!" exclaim the Kineceleran. XLR8 tackle her and start jabbing her face several times but she counter and they start clashing each other at superhuman speed. Ben stand up and shook his head.

"Will somebody please tell me what's going?!" ask Ben as XLR8 & the Kinecelerans zoom pass by. They were evenly matched until XLR8 grab her, vault her over and she crash against the wall.

The Kinecelerans stand before her and remove her mask. She look like XLR8.

"Impressive. But are you ready for..." She press the Omnitrix symbol and she got engulf in green light. The light subsided & she appear as a 30-feet tall robot, covered in dark and light blue motorcycle-like armor. She had two green optics on her head, pink-painted lips, no nose, and she wore the Omnitrix symbol on her left chest. "**Fembot!**" shout the humanoid robot.

"Whoa!" exclaim the team. Fembot convert her arms into two blasters and start firing at XLR8. She start zigzagging but when she throw a kick, Fembot swing her arm and send XLR8 in the billboard. She bore in but she release a green light and emerge as a humanoid being whose body are black with green stripes and dark blue torso.

"**Upgrade!**" shout the Galvanic Mechamorph as she tackle Fembot and merge with her.

"Argh! Let go!" scowl Fembot as she try to yank Upgrade off her body but she get electrocute by Fembot. Suddenly Upgrade lost grip of her as Fembot release a bright light. Fembot is now a small battery-like alien. "**Buzz Shock!**" grin the mischievous little alien as she thrust her hands and fire powerful green lightning bolts at Upgrade.

"OWWW!" scream Upgrade and, before she get short-circuited, she morph into...

"**Heat Blast!**" shout Heat Blast.

She thrust her hands and blast Buzz Shock with a huge blast of fire. Buzz Shock emerge and strike to attack but she learn that she lost her powers.

"What?! M-My powers!" exclaim Buzz Shock.

"Take this!" Heat Blast create a fire-ball around her fist and ram it against Buzz Shock's face, sending her flying into the fire hydrant. A flash of green light emanated and emerge a female humanoid with dark-ocean hair and light silver skin. She wore a blue ballerina dress with matching slippers. Her eyes are blue of ice and has two pixies wings. She wore the Omnitrix symbol beneath her breast.

"**Frostblight!**" chimed the ice woman. She focused her gaze at Heat Blast and she suddenly turn into a block of ice. She frown and ignited her flames, breaking out of the ice.

"Gah... Ice-powered alien? Ben, little help here!" exclaim Heat Blast.

"Ben? Wait a sec...You're Gwendolyn Tennyson, correct? And that's your grandparents, Max & Verdona?" ask Frostblight.

"How did you know?" ask Heat Blast. Frostblight start glowing in green light and she morph into a tall, beautiful woman with orange hair. She have bangs hanging over her face, red lips and green eyes. She's wearing dark blue shirt and green pants. On her wrist is the Omnitrix! But bracelet-like form and colored green/purple.

"I'm Gwendolyn Tennyson." introduce the woman. "I'm your future self. To not get confused, call me **Gwen 10,000**." smile Gwen 10,000.

"Wow, I'm look beautiful in the future!" smile Heat Blast as she start glowing in green light and morph back into Gwen.

"Why 'ten-thousand'?" ask Max.

"Because, Grandpa, I unlocked 9,984 more alien forms." smile Gwen 10,000.

"Whoa!" gasped Ben & Gwen in awe.

"Can you take us to your place?" ask Verdona. Gwen 10,000 nodded and took them to her home.

-Gwen 10,000's house-

As they relax in her home, Gwen 10,000 relax on her sofa while Ben & Gwen sit on the floor and Max & Verdona sit on the second sofa.

"Who wants milk and cookie?" ask Gwen 10,000.

"YAY!" cheered Ben & Gwen 10. Gwen 10,000 serves milk and cookies for the young heroes. Than she bring a pot of soup to Max & Verdona.

"These are for you, Grandpa and Grandma. It's the combination of the famous soup; mealworms, octopus tentacles, cricket antenna and squirrel legs, also added sheep's stomach, lizard's legs and goat's eyes!" smile Gwen 10,000.

"Yuck!" exclaim Gwen 10 & Ben.

"Oh Max, that's the meal we share on our first date!" squeal Verdona as she took a sip of the soup.

"Tell us about your timeline." ask Gwen 10 as she took another mouthful of cookies.

"Well, after Ben and I defeated Vilgax, he wouldn't tell us the whereabout of Kevin. When we were 15, Dr. Animo gain the body of a yeti and attack us. He's very powerful and succeed of stealing Ben's Copytrix. Using its powers and his Transmodulator, he revived Vilgax, whom I have defeated and left him in pieces. The combine might of the two are overwhelming but we fought them over and over. Than we ran into Kevin. I was so happy because I searched for him for 20 years, without delay, but...he has completely changed; his eyes are filled with evil and crazed about killing Ben. He wanted to kill Ben because of what he did to me as Eon." explain Gwen 10,000 and Gwen become wide-eyed, as Kevin react the same way.

"Did he became Kevin 11?" ask Ben.

"Oh, he did. Except he become much more powerful because... He has absorbed 10,989 aliens, transforming into **Kevin 11,000**!" said Gwen in a serious tone.

"10,989 aliens!? That's insane!" exclaim Ben.

"Unbelievable!" exclaim Max & Gwen 10.

"What does he look like?" ask Verdona.

"He had the body of a Pyronite but his legs are fused like molten blob. His right arm is still Petrosapien but covered in lava. He had the Ectonurite's tentacles on his back and he have the Loboan's face but covered in lava. Aside from that, he has the powers of 10,999 aliens." explain Gwen 10,000.

"What happen to him?" ask Gwen 10 with worry.

"He's completely gone insane. We fought numberous of times but then I unlocked an alien known as the **To'kustar** and...and I kill him." sigh Gwen 10,000 as she place her head on her hand.

"NO! No! No...please tell me it's not true..." cried Gwen 10 as she grab Gwen 10,000 by her shoulders.

"It's true... I killed...the man I love so much. The only most precious memory between him and me is..."

"When we first kiss..." Gwen 10 finished Gwen 10,000's sentence. Gwen 10,000 nod and start crying deeply. She dry her eyes and catch her breath than she ask a question.

"So... ahem! Grandpa and Grandma, what brings you, my younger cousin and young me in this timeline?" ask Gwen 10,000.

"A time traveler named Prof. Paradox told us Kevin 11 is here in this timeline." explain Max.

"What? Kevin 11? Young Kevin? Here?!" ask Gwen 10,000 in big shock and confusion.

"Prof. Paradox said Vilgax brought our Kevin in your timeline, so he can defeat you." explain Max.

"He's no match for me if he's Kevin 11." sigh Gwen 10,000.

"You must help us, Gwen. Help me save Kevin! I love him so much." plead Gwen 10 as she shed tears. Gwen 10,000 gaze at her eyes and thought for a while. She made a decision.

"Alright, we'll save Kevin 11. I don't want you suffer the same fate as I suffered." smile Gwen 10,000. "First, let's find my cousin."

-Later-

Gwen 10,000 and the co. arrive at the mall. They head for the TV center where they're giving the Sumo Slammer movie. They walk up to a handsome muscular bearded man with brown hair, wearing black-and-white shirt, green pants and he's watching the movie.

"Still obsessed with Sumo Slammer, doofus?" chuckle Gwen 10,000 as she place her hands on her hips. The breaded man turn around and scoff.

"Come on, Gwen. I'm just watching the movie." said the man.

"Huh?" Ben & Gwen 10 are confused.

"Guys, this is my cousin, Benjamin Tennyson." smile Gwen.

"Wow! I'm more awesome in the future!" said Ben 14 in awe.

"And I'm pretty full of myself in the past." chuckle older Ben.

"Whatever happen to your Copytrix?" ask Max.

"I destroyed it when I was 15." answer Adult Ben.

"Ben, we need your help to find young Kevin. They said Vilgax brought him here so he can kill us." explain Gwen 10,000.

"Yeah, you want to prevent young you from suffering the same pain." said Adult Ben.

"Let me finish, Ben! Stop mind-reading!" growl Gwen 10,000.

"I'll help but I don't know how can we save him." said Adult Ben.

Suddenly the city's street exploded and emerging from the flames is a silver-haired woman named **Charmcaster** and a hulking orange-skined alien named **Vulkanus**.

"Tennyson! Come out and fight me!" growl Charmcaster as she slam her staff (originally wielded by her uncle Hex) on the ground and summon a horde of stone creature. Vulkanus send his pick-axe wielding minions to wreak havoc.

"She never give up, does she?" sigh Adult Ben as he shatter two stone creatures with two mana bolts. Gwen 10,000 slam the Omnitrix core and release a green light.

She lift her arm up as it become covered in green crystal. Her face turn into crystal with wide mouth, two shards on both side of her mouth and she grew two crystal shards on her back. She pose firmly as she finished her transformation.

"**Diamond Head!**" shout the female Petrosapien as she slam her fist against the ground and send a straight-forward crystal field, impaling and destroy the rock monster. She then jab two rock monsters and throw crystal shards at them.

Ben help Adult Ben by levitating 50 of Vulkanus' minions and slam them into the ground. Adult Ben grin as he cross his arms in a X-pattern, gather the mana around him than release it as an explosive wave, defeating them at once.

"Ha! Fell for it!" laugh Vulkanus.

"Get them, Kevin 11!" grin Charmcaster.

"Kevin 11?!" exclaim Diamond Head and Adult Ben. Suddenly a huge meteor crash through the building and bore across the street. The area are covered in flames and rising up from the crash is a giant hulking mutant monster. He glare at Ben.

"TENNYSON!" roar Kevin 11.

"Oh no..." mutter Adult Ben. He quickly thrust his hands and fire a focused mana beam but Kevin 11 absorb it. Before Adult Ben make another move, Kevin 11 appear behind him and punched him. "ARGH!" Adult Ben crash against the car and winches in pain.

Gwen slam the Omnitrix core and she engulf in green light.

Her veins become visible on her arm, but colored green and travel up to her eyes. She shut her eyes close than shot her eyes open. Her clothes turn into dark and light blue striped jumpsuit with exposed thighs, black skin-tight boots and her skin turn green. Her nose becomes small and her orange hair become shoulder-length. She lash out her tongue, whip it around once and retract it back in her mouth and strike a pose. She wore the Omnitrix symbol on her neck.

"**ConquerFrog!**" shout the humanoid frog as she bend on her knees and leap across the street & land a powerful sidekick on Kevin 11's face. Kevin 11 hardly flinched but growl as he glare at ConquerFrog.

"Kevin! Stop it at once! You know Ben will never hurt me! That wasn't Ben during that time! That was Eon!" shout ConquerFrog as she try to reason with him.

"Liar..." growl Kevin 11.

"What-"

"LAIR!" roar Kevin 11 as he thrust his open hand at ConquerFrog.

"NO!" scream Diamond Head as she push ConquerFrog out-of-the-way but Kevin 11 grab the Omnitrix symbol on her left chest. He start absorbing its DNA samples and he start glowing.

"NOO!" gasped ConquerFrog.

"Yes!" laugh Charmcaster & Vulkanus.

"RRAAAAAGGHHH!" roar Kevin 11 and Diamond Head head butted Kevin 11 away. Kevin 11 stagger back than start grunting as his body start expanding.

His crystal arm expanded than gain the color scheme of Nosedeenian as the crystal turn into electrical-charged crystal. His lava-like arm turn ice-blue and emanate cold vapor. His lower arms grew spines. A green circle appear on his chest. His legs turn mechanical legs. He grew a second tail with a stinger. He grew four wings under his main pair and his back grew four spikes.

"Ah... Ah...Heh heh...MWAH HA HA HA! Yes more powers! I grown even more powerful than before!" Kevin 11 laugh menacing.

"No! He absorb the powers of Needle Mouse, Frostblight, Buzz Shock, Fembot and Stink Fly" exclaim Diamond Head.

"Now Ben Tennyson, prepare to die!" growl **Super Kevin 11**. He thrust his hand and fire a powerful electrical beam, blasting Adult Ben through the building. He jump over the building in a single bound and slam his feet against the ground, sending shockwave across the area. Adult Ben struggle to stand on his feet but Super Kevin 11 stretch his arm, grab Adult Ben, pull him in than head butted him extra-hard. Adult Ben went flying and crash against the wall. Super Kevin 11 thrust his ice-lava arm and discharge a powerful beam of blue flames, freezing Adult Ben in ice.

"BEN!" gasp Diamond Head. She morph into XLR8 and dash toward Super Kevin 11, but she got cloth lined by the latter and she spun around until she crash on the wall. She struggle to stand up but Super Kevin 11 fire a huge blast of goo from his mouth, trapping her.

"No...interruption." grumple Super Kevin 11. He lift his electro-charged crystal arm, morph into a blade and stab it against Adult Ben's stomach.

"ARRRGGHH!" scream Adult Ben.

"Die, Ben! DIE!" roar Super Kevin 11 as he pull the blade back and ready to stab into his heart. Suddenly a white hand grab the blade and stop his attack. "HUH?!" exclaim Super Kevin 11.

"LET ME TELL YOU SOMETHING, KEVIN LEVEN! NOBODY IS KILLING NOBODY WHILE **RATH** IS ON THE JOB!" growl Rath.

"BEN?!" exclaim Super Kevin 11.

"No... It's RAAATTTHHH!" shout Rath as he release a sonic roar and blast Super Kevin 11 away. He quickly shot up on his feet.

"GRAH!" snapped Super Kevin 11 but a long sticky tongue wrapped around his arm than he got yank back, hammer toss, and crash against the wall. "Ugh..."

"_Charmcaster, bring Kevin back. He's not fully used to his new powers._" said a voice over her walkie-talkie.

"Agree." nodded Charmcaster as she and Vulkanus stand side-by-side near Super Kevin 11 and she chant a spell and disappear without a trace.

"Where did they go?!" ask Rath.

"They teleported away. That was a mana technique." answer Verdona.

"Kevin..." whimper ConquerFrog as she morph back into Gwen 10. "It's all my fault..."

"No... We got lucky. Kevin 11 got stronger but at least he didn't absorb all the alien DNA samples in my Omnitrix." said Diamond Head as she morph back into Gwen 10,000.

"Ben, will you be alright?" ask Max.

"Yeah... I'll...live...ugh." Adult Ben fell unconscious and the team took him to Gwen 10,000's house and manage to heal his wound but he need some rest.

"How can we defeat him now?" ask Ben 14 as he looking at his alien forms.

"I can use the To'kustar form and..."

"NO!" Gwen 10 denied Gwen 10,000's plan.

"It's hard to defeat a Fusion Alien." sigh Verdona as she scratch her head.

"Fusion Alien... That's it! Ben, give me a knife!" order Gwen. Ben 14 gave her a knife than, to everyone's surprise, she ripped the face plate off!

"Gwen, why did you broke it!?" exclaim Max.

"Gwen, show him." smile Ben 14. Gwen 10 slam the core down and she exploded in bright green light.

Her arm's blood vessel become overflowed and travel up to her eyes. She close her eyes shut and shot them open. Her body grew pink fur with bluish stripes, her hair grew longer and turn rose color. She grew two tiger ears and a tail. She gain claws and wear dark/light blue uniform without pants-legs. She gain a black brace on her shoulder with the Omnitrix symbol. She slam her claws against the ground.

"RAAAGGH!" roar the humanoid tigress. Than she spun around once and face the fourth wall. Her eyes ignited in flames with visible up-and-down slits. She place her left forearm horizontal and right forearm vertical, and her arms become covered in dark-red rocks. She thrust her arms apart, her veins ignited and her hair burst into flame. "RAAGHH!" roar the newly transformed alien.

"**Wild Blast!**" shout the Half-Pyronite Half-Felinesapien.

"Wild Blast?" ask Max and Verdona.

"**Wild Cat + Heat Blast.**" smile Wild Blast.

"Fusion Alien? I don't know." said Gwen 10,000 in doubts.

"Hey check this out!" smile Ben 14 as he ripped the face plate of his Copytrix and press the core down. It exploded in bright green light.

His arm's blood vessel become overflowing and travel up to his eyes. He shut his eyes close then shot them open. He grew 12 feet tall, his skin turn red and grew an extra pair of four-fingered arms, second pair of eyes under his main pair and wear a uniform. He wore the Copytrix on his chest. He swung his arms up and strike a pose. Than he spun around and thrust his punch. His arm becomes covered in red crystal than his face become covered in crystal and grew a crystal shard on his head. He grew two large crystal shards on his back than struck a pose.

"Whoa! **Four Arms + Diamond Head?** I'm **Diamond Arms!**" grin the Half-Tetramand Half-Petrosapien.

"I still have doubts. We need to test those forms' power first." said Gwen 10,000.

"And right on time, here comes these two Sotoraggians." said Verdona as she gave a mischievous grin.

**Six Six** and **Seven Seven** search around and discovered them.

"Look, brother, it's the girl who possesses the Omnitrix." said Six Six.

"Now we will have our revenge this time" growl Seven Seven.

"Six Six & Seven Seven, they never speak English." Diamond Arms shook his head.

"Yeah, and they have the ugliest faces I ever see." chuckle Wild Blast.

"Huh? Felinesapien have flame like hair and two Pyronite-like arms?" exclaim Six Six.

"A Petrosapien with four arms? Doesn't matter, let's kill them!" growl Seven Seven. They pull all of their laser guns and start firing them. Wild Blast & Diamond Arms just smirk as the former create a fire barrier and withstand the lasers while the latter just stand there and the lasers got bounced off his organic crystal skin. Six Six & Seven Seven become surprised that their weapons has no effect.

"Take this!" shout Diamond Arms as he slam his four arms against the ground and send a powerful shockwave, sending the Sotoraggians brothers in the air. Diamond Arms grab Wild Blast and throw her like a missile. She zip pass them and slash their masks off, and somersault on her feet. The Sotoraggian brothers land on the ground. recover and glare at them. The broken masks show their hideous face; pale grey skin, tiny eyes and large jaws.

"How dare they?! They're defeating us again!" exclaim Six Six.

"Petrosapien is still vulnerable to sonic vibration, brother. Let's kill him!" advise Seven Seven. They pull out sonic blasters and they fire sonic pulse at them. It struck Diamond Arms but, due of the combined durability of the Tetramand and Petrosapien, the sonic blasts didn't faze him.

"Is that all, Six Six, Seven Seven?" grin Diamond Arms as he summon a pillar of crystal that propels him up, he swing his four arms apart and fire a barrage of red crystal shards, striking them down and encase their lower-body in red crystal.

"IMPOSSIBLE!" gasped the brothers as they struggle to break free.

"My turn!" chimed Wild Blast as she start running on four and run around Six Six & Seven Seven in a circle, leaving a trail of flames. Once she finished forming the circle, the ring of fire exploded and become a huge firewall. When the flames subsided, Six Six & Seven Seven are unconscious. The duo morph back into Ben 14 & Gwen 10. Gwen 10,000 was watching the battle.

"They easily defeated Six Six and Seven Seven. We might have a winning chance! Guess I won't be using the To'kustar... By the way, what was her name again? I don't remember..." wonder Gwen 10,000.

In order to locate Kevin 11, Ben and Verdora use their mana to locate Kevin 11's mana. They found him, on Mt. Himalaya. Verdora use her teleportation to teleport them to that location. Once they arrive, they got attacked by Charmcaster and Vulkanus again.

"Back for more, huh? Soon your cousin will die than you, Gwen." grin Charmcaster.

"Well, Charmie, now you will face two of us!" grin Gwen 10,000. Gwen 10 & Gwen 10,000 activate the Omnitrixes and they burst into a bright green light.

Her arm's veins burst out of her skin in form of vines and travel up to her eyes. She shut her eyes and she got covered by the vines. A huge flower bud sprout out of the ground and blossom open. Emerging from the flower is a humanoid woman with pointed ears, red-hot pink lips and she has green skin. She gain a uniform made of palm leaves with exposed belly, vines wrapped around her forearms and forelegs, and a rose bud "hair". She wore the Omnitrix symbol on her belly and strike a pose.

Than she spun around and face the fourth wall. She grew a second pair of eyes under her main pair and grew antennas on the edge of her eyes. Her forelegs morph into flat legs, grew an extra pair of legs, a tail armed with a large stinger. She sprout four insectoid wings on her back. She pose firmly and flap her wings 5x.

Gwen 10,000's skin turn Fuschia, her hair turn snow-white, grew two furry antennas and two buggy eyes. Her back grew two dark-purple wings. She start vocalizing than struck a pose. She wore the Omnitrix on her forehead.

"**Stink Rose!**" shout Half-Plantoid Half-Lepidoterran.

"**Battlefly****!**" shout the butterfly alien.

"Take this!" Charmcaster throw few seeds, said the chantment and the seeds rapidly grow into giant vines and travel its way toward Stink Rose & Battlefly. The latter quickly jump away and throw a wind blastl at Vulkanus, knocking him back and engage him. Stink Rose just lift her hand and the vines suddenly jolt in its place.

"WHAT?!" exclaim Charmcaster.

"Come on, Charmie. Your uncle used this trick and failed." chuckle Stink Rose.

"But how?!"

"I have clorokinesis, meaning I control plant life." grin Stink Rose as she thrust her hand and the vines charge back toward Charmcaster. She quickly jump up, levitate and fire a powerful energy beam. Stink Rose aim her head forward and fire a solar beam. The beams collided and release an explosion. Stink Rose charge through the smoke and right-hook punch Charmcaster. She then lasso her with her vines & slam her against the wall. As she fall, Stink Rose inhale deeply and spit a huge blob of goo, splat her against the wall and she start struggling while Stink Rose stood in front of her.

"Aww, you're stuck." mock Stink Rose.

"Wait till I get my hands on you, you disgusting, childish mother-"

"*BURP* Oops, sorry!" giggle Stink Rose as she blush.

"UGH! That's so g...gross...ugh." The foul aroma of Stink Rose's burp knock her out cold.

"Take this, Vulkanus!" shout Battlefly as she ram her fist against Vulkanus but he grab her fist.

"Nice try, hot head!" scoff Vulkanus as he thrust punch her face. She recover by head butting his face. She then start flapping her wings and fly toward Vulkanus. She summon two powerful vines and lasso at Vulkanus than Vulkanus pull out his gun and fire a freeze ray. Battlefly start rotating her arms at high velocity and fire a swirling tornado. They collided and Battlefly's tornado push the freeze ray back at Vulkanus and knock him back, and slam against the moutain wall. The impact cause the snow slide and bury Vulkanus.

"You're out cold, Vulkanus." chuckle Battlefly as she dust her hands off.

The duo morph back to normal and the team start hiking their way up in the Mt. Rushmore until Zs'Skayre and the Horror Trio block their path.

"**Ghost Freak**!" exclaim Gwen 10.

"And **Yenaldooshi**, **The Mummy** & **Dr. Vicktor**!" exclaim Gwen 10,000.

"Your journey ends here, Tennyson!" growl Zs'Skayre.

"Not likely!" shout someone. Gwen 10,000 got surprised when Adult Ben arrive and stand in front of them.

"Ben?!" exclaim Gwen 10,000.

"Gwen, you, younger you and younger me handle these trio while Grandma & I handle Ghost Freak." order Adult Ben.

"Tennyson, prepare to die! Vicktor, Mummy, Yenaldooshi, kill them!" order Zs'Skayre as he tear his skin off and reveal his true form; his head got twisted upside down, he have dark purple skin, have razor-sharp long claws & have black-and-white stripes tail. "RAAAGHHH!" shriek Zs'Skayre.

"Grandpa, go on ahead!" said Adult Ben as he and Verdora battle Zs'Skayre in the sky while Max ran ahead to the peak.

Zs'Skayre slash Verdora's cheek and she respond by ramming her fist against his twisted face. He chuckle evilly and possesses Verdora's body.

"AAAHHH! MWAH HA HA HA!" laugh Verdora as her eyes turn black with red pupils. "Die, Ben Tennyson!" grin Verdora in a distorted voice as she fire a mana beam at Adult Ben and he deflect it with his shield.

"GRANDMA! Ghost Freak, you sick twisted Econurite!" growl Adult Ben as he collide his fist against Verdora's fist.

"Ready, Gwen & Young Ben?" ask Gwen 10,000.

"Ready!" The trio spin the ring dials and press the cores down.

The Omnitrix release a burst of green light. Gwen become pale and skeleton-like than she transform into an entity of ectoplasm with one purple vertical eye and a black line around her body. She have sharp claws and her Omnitrix symbol peek out of the line on her chest. She pose firmly. Then she spun once and face the fourth wall. She wore a broken pharaoh headdress where her eye is visible. She got wrapped in bandages & wear a yellow-and-black skirt. Her arms become longer and her chest burst open, revealing tentacles out from her chest. She struck a pose as she stretched her bandaged fingers. Her Omnitrix symbol has moved to her right shoulder.

The Omnitrix release a burst of green light. Gwen 10,000's hand start growing, become covered in grey fur & her five fingers merged into three black claws. Her body begins to grow and become covered in grey fur. She grew two wolf ears, long orange mane and a long brushy tail. Her legs become hind-legged and grew four claws. Her mouth stretch into short muzzle with black nose. She wore a light blue uniform, dark blue lining that travel from her breasts to her waist & have no pants-legs or sleeves. On her breasts is the Omnitrix's symbol. She struck the pose as she open her quadrat hinged muzzle and roar.

The Copytrix release a burst of green light. Ben's arm start expanding and grow large muscles. Ben's whole body grew larger and his hair turn black and longer. He wore black pants with yellow cuffs and black boots. He got two conduct coils on his back. The Copytrix is on his chest. He pump his arms as the lightning emanated from his coils. Than he spun around once and face the fourth wall. His whole upper-body become covered in brown molten rocks than ignited in flames.

"**Snare-Freak!**" shout the Half-Econurite Half-Thep Khufan.

"**Blitzwolfer!**" howl the Loboan.

"**Frankenblast!**" grunt the Half-Transylian Half-Pyronite.

"WHAT?! You become the Mummy and Zs'Skayre at the same time?!" exclaim Yenaldooshi.

"So what? What make you think you can defeat us?" scoff The Mummy.

"Simple. I take Vicktor, Snare-Freak take on Yenaldooshi, and Frankenblast handle you." grin Blitzwolfer. Snare-Freak grab Yenaldooshi and they fell down into the cave below while Frankenblast tackle the Mummy into the second cave, leaving Blitzwolfer alone with Dr. Vicktor.

"Being it, Frankie!" smirk Blitzwolfer as she gave a "bring it on" hand signal.

"I'll bring it alright!" Vicktor thrust his hands and fire a bolt of lightning at Blitzwolfer. She quickly vault over the lightning and start running on four. She jump at Vicktor but he ram his fist against her guts and send her flying in the sky. She recover and start spinning back down. She slam her claws against the ground but Vicktor step away and she missed. She swung her foot and smack Victor's face. He smirk and ram his electrical fist across her cheek. She stumble back and land on her butt.

"Ouchie!" whined Blitzwolfer as she rub her butt with her hands.

"You actually think you can defeat me as a Loboan?! I know his ability and I know you're color blinded." smirk Dr. Vicktor.

"Yeah, everything is black and white!" chimed Blitzwolfer as she start scratching her ears with her foot.

"Die, missy." Dr. Vicktor lend his fist back and Blitzwolfer open her quadrat hinged muzzle.

"AWWOOOOOO!" Blitzwolfer emitted a sonic howl at Dr. Vicktor. He didn't phase by the attack and resume his attack, smacking Blitzwolfer into the ground. Than he ready his hands to fire a super-charged electrical blasts. Blitzwolfer got wide-eyed and quickly switch forms. She became a humanoid moth with four large wings.

"**Unitaur!**" exclaim the alien unicorn wearing green/black armor as she land a powerful kick at his face.

"GAH!?" growl Dr. Vicktor as he fall on his back.

Massive explosion was seen from the distant as Adult Ben and Verdona clash each other. They separate from each other and start catching their breath.

"Heh heh heh!" giggle Verdona as her menacing dead eyes gaze at Adult Ben. "What's the matter, Ben? Afraid to hurt your Grandma?" taunt Verdona as she give a dead smile.

"Grrr! I should've accept Grandma's offer to be trained. I have no choice but use my true form!" Adult Ben start concentrating his mana and start gathering all the mana around him. His body start glowing in sky blue than exploded in a bright light. Adult Ben's skin is now dark-blue and his hair become flaming blue. He thrust his hand and fire a mana beam. It struck Verdona and nothing happen.

"MWAH HA HA HA! Fool! Your attack has no effect on your Grandma!" laugh Verdona in an evil death laughter.

"Who said it was an attack?" ask Adult Ben in a dual voice.

"Huh?!"

"_He speaks the truth._" said an unknown voice.

"What?! How-"

"_That mana gave me the strength to fight back. Now get the heck of my body!_" laugh Verdona. Zs'Skayre got separated from Verdona and he become very surprised.

"Ready Benjamin?" ask Verdona as she made a wide grin and ready her fist covered in mana.

"Ready!" nodded Adult Ben as he extend his hand covered in mana.

"CURSE YOU!" roar Zs'Skayre as he rip his chest open and reveal his tentacles than fire a powerful pale blue energy wave. Ben & Verdona counter by their combined mana energy wave. It pierce through Zs'Skayre's attack and impacted him, turning him into ashes. "GYAAAAAHHH!" scream Zs'Skayre in a bloody shrill.

Adult Ben reverted back to his human self and become exhausted.

"I'll never do that again." chuckle Adult Ben.

"Wait, you turn down my offer?" ask Verdona.

"Yeah, that was stupid thing I did. If I had trained with you, I'll be able to withstand in my true form." answer Adult Ben.

"Come on, let's find your Grandpa so he can have back-up.

"AWWOOOOO!" howl Yenaldooshi as he open his quadrat hinged muzzle and fire a sonic howl, but it went through Snare-Freak when she open her whole body wide and evade it. Yenaldooshi swing his claws and cut Snare-Freak's arm off, kick her chin than fire his sonic howl again, blasting her into the ground. "Are you done, Earthling?" grin Yenaldooshi. Snare-Freak respond by shoot her tentacles out, grab him and toss him away. As Yenaldooshi recover, Snare-Freak stood up and regain her balance.

"I'm not done, Wolf Boy. Heh heh heh!" giggle Snare-Freak in a dead giggle. She regenerate her missing arm and gave a dead gaze. "Be afraid of the dark. Ha ha heh heh!" Snare-Freak fade away in the darkness as she gave a dead laughter.

"W-Where are you!? Come out!" stammer Yenaldooshi. He start looking around but can't see anything or smell anything. He's getting scare. "I'm not afraid... S-Show y-yourself!" barked Yenaldooshi. When he turn around, Snare-Freak jump out of the darkness.

"ARRRRRRRRRRGGGGH!" scream Yenaldooshi.

"Stand still, Mummy!" boomed Frankenblast as he thrust his fist and fire a huge fireball but the Mummy spread his body out and evade the fire-ball.

"You can't win, Ben Tennyson! We fought numberous time and never succeed because I can't die!" laugh the Mummy.

"Let's see about that!" scoff Frankenblast. They fought fiercely as they clash again and again, shatter the cave they're in. The Mummy land a thrust punch on Frankenblast's face but, while he stagger back, the Mummy shriek in pain.

"GYAAAH! M-My hand..." moan the Mummy as he gaze his crippled hand; he lost three fingers and half of his palm. He can't regenerate.

"Heh heh! I should've known you're vulnerable to fire cause if I did, Gwen or me would've defeat you as a Pyronite." grin Frankenblast. His conduct coils start generating electricity and synchronized with his Pyronite body. He place his hands forward.

"Good-bye, Mummy!" Frankenblast unleashed a massive fire blasts and the Mummy saw there are not enough space to evade that attack.

"NOOOO!" scream the Mummy as he got burn into ashes in the blast.

Dr. Vicktor still battling Unitaur but then saw a huge explosion erupted from the cave. Landing in front of Dr. Vicktor is the Mummy's headdress, emanating vapor from the blast.

"Hmph, he lost." scoff Dr. Vicktor. Suddenly an energy bolt blast Dr. Vicktor into the boulder. "RAGH!" growl Dr. Vicktor.

"What's the matter, Vicktor? Cold feet? Get it? Cold feet, in an icy mountain? Oh forget it." shrugged Unitaur as she wield her horn as a lance. Dr. Vicktor fire the electrical bolts. Unitaur block it but got knock back and crash through the snow. A huge exploded send the snow flying and emerge a insectoid with four wings and a stinger. "**Stink Fly!**" chimed Stink Fly as she land on the ground, inhale deeply and fire a huge blast of goo, knocking him off the cliff and crash through the frozen lake. He sank beneath the icy water and, before he surface, Stink Fly morph into...

"**Frostblight****!**" chimed Frostblight as she breathe a subzero ice blast and freeze the lake even more, trapping Dr. Vicktor in a prison of ice. "Stay there and chill out!" joked Frostblight as she start glowing in green light and morph back into Gwen 10,000.

The teams gather up and head to the peaks to back up Max. When they arrive, Dr. Animo & Vilgax were waiting for them.

"Tennyson! You manage to get past them." scoff Vilgax.

"We defeated you, Vilgax and we will do it again. But this time, with the help of our young self." grin Gwen 10,000.

"Oh really but now it's two against three! Kevin 11!" shout Dr. Animo. Super Kevin 11 burst out of the snow in form of a giant blue fire-ball and crash in front of the young heroes. Super Kevin 11 emerge, dash toward Ben 14 & Gwen 10 and slap them away. They slide across the snow and shook off the dizziness.

"BEN! TENNYSON!" roar Super Kevin 11.

"Gwen, we must destroy him!" order Ben.

"NO! KEVIN!" cried Gwen.

**Axle- Chapter finished. Battlefly, Frostblight and Unitaur are the alien forms belonged to jakevoronkov1 which he let me borrow them as my part of letting him borrow my aliens for his Ben's Twin fanfic.**

**Gwen 10- Gwen, what kind of job I have in the future?**

**Gwen 10,000- Well you become the owner of auto parts, which it was Kevin's dream.**

**Gwen 10- Really?! Kevin told me about his dream and want my help to make it true! Tell me more!**

**Gwen 10,000: Well-**

**Axle- Hey hey, don't spoil her future, let her figure it out on her own.**


	14. The Ultimate Comeback Feed Back Style

**Chapter 14: The Ultimate Comeback...Feed Back Style!**

**Axle- Who took my notebook where all the new aliens I wrote down?**

**Ben & Kevin- He did it!**

**Gwen 10- Oh you mean this?**

***Gwen hold up a notebook***

**Axle- What are you doing?! I'm saving it for a surprise!**

**Gwen 10,000- She can't hold the suspense. ^_^**

**Axle- Gimme that! *I swipe the notebook from Gwen's hand* Begin the chapter, Gwendolyn.**

**Gwen 10 & Gwen 10,000: Okay!**

**Disclaimer: I don't own any Ben 10 characters**

"We must destroy him!" shout Ben 14.

"No!" protest Gwen 10 as she suddenly lost the will to fight.

"Fine, dweeb! I'll do it myself!" growl Ben 14 as he activated the Copytrix and pressed down the Copytrix core.

It exploded in green light. His upper-body become bulked, his forearms grew larger and gain claws. Ben's face turn ice-blue, his eyes become narrow, his mouth stretch into muzzle with his teeth sharpen to point. He gain gills on his chest and wear black open-front suit with white pants and white cuffs. He wore the Copytrix symbol on his left paw. Than he grew yellow armor plates on his back and the back of his arms. He jump and somersault once than struck a pose.

"**Cannonguana!**" shout the Half-Polar Manzardill Half-Arburian Pelarota.

"How did you do that?!" scowl Super Kevin 11.

"I ripped the faceplate off so let's fight!" grin Cannonguana as he curl into a sphere and spin dash Super Kevin 11 back. He caught it but the powers of Articguana and Cannonbolt are too great that he got push back the force. Super Kevin 11 throw him away but he return to his normal form and fire a powerful ice beam. Super Kevin 11 got frozen solid. Knowing he will use Heat Blast's power to break free, Cannonguana turn into a sphere and start accelerating his rotation momentum. Once at top speed, he took off at high-speed and slam Super Kevin 11 hard, shatter the ice and send him crashing into the ground. Super Kevin 11 stood up and grin as he thrust his ice-lava arm. It turn from blue to yellow and unleash a huge heat ray. Cannonguana counter with his ice breathe but it was too strong and he got blasted into the snow.

"I got you now!" grin Super Kevin 11. The snow release a burst of green light and emerge a Galvanic Mechamorph with the appearance of Spheroid and he have a huge green mouth.

"**Mecha Spitter!**" roar the Half-Galvanic Mechamorph Half-Spheroid. He fire a powerful energy beam and blasted Super Kevin 11. He manage to defend himself by creating a huge field of crystal walls. Mecha Spitter wrap his arms around Super Kevin 11 and slam him against the wall. Super Kevin 11 recover and grab Mecha Spitter with his right hand.

"This will be a shocker!" laugh Super Kevin 11 as he discharge a powerful burst of electricity.

"GYAAAH!" scream Mecha Spitter and he slap the Copytrix on his forehead and morph into...

"**Frankenblast!**" shout Frankenblast as he absorb the electricity and discharge a powerful heat blast at Super Kevin 11.

"ARGH! You're strong, Tennyson! BUT NOT STRONG ENOUGH!" roar Super Kevin 11 as he curl up into a spin ball and spin dash Frankenblast through the snow and start falling down to the ground. Frankenblast quickly morph into...

"**Diamond Arms!**" He start jabbing Super Kevin 11, ram his guts than encase him in crystal. They crash hard on the ground and release a shockwave. Diamond Arms stood up and gaze at Super Kevin 11. The crystal was shattered by impact. "He's dead." sigh Diamond Arms

"I DON'T THINK SO, TENNYSON!" boomed Super Kevin 11, who was hovering in mid-air. He create two spheres; an electrical sphere and a flaming sphere. He merge it as one, thrust it down and, along with the barrage of crystal shards, quills, energy beam from his chest and acid goo, unleashed a super powerful energy blasts.

"AH!" exclaim Diamond Arms as he protect himself with crystal shield. The blast impacted and release a humongous explosion. When the smoke subsided, Diamond Arms lost consciousness and morph back into Ben 14.

"Rest in hell, Ben Tennyson! The snow will be your grave." chuckle Super Kevin 11 with twisted evil grin. Gwen 10 saw what happen.

"BEN! No... Ben...it's all my fault..." Gwen 10 start sobbing and shed tears as she cover her face with her hands and fell on her knees.

"What? Ben is...dead." Max was broken-hearted and so does Verdona.

"Oh Max! Our grandson is dead!" sobbed Verdona.

"Yes! Young Ben Tennyson is dead!" laugh Vilgax & Dr. Animo.

"I must help him!" said Adult Ben as he headed for his younger self.

"No... Ben dead?! I won't allow this to happen!" roar Gwen 10,000 as her Omnitrix release a bright light. Suddenly her body turn white with red fin on her head, blade-like overgrowth on her shoulders, spikes on her hips. She have red arms with black lines and white fins on her elbows. She wore wristband like overgrowth on her wrists and have boot like feet. Suddenly she grew gigantic. She wore the Omnitrix on her belly. "RAAAAGGH!" roar the giant known as **To'kustar**.

"What the?!" exclaim Dr. Animo.

"DIE!" roar the To'kustar as she slam her foot on Dr. Animo, killing him in the instant, grab Vilgax and throw him away. She place her right forearm vertical and left forearm horizontal, crossing her wrists. She fire a powerful energy ray and blast Vilgax.

"GAAAHH!" scream Vilgax as he turn into ashes. After her attacks, the Omnitrix symbol start beeping and she morph back into Gwen 10,000.

"GWEN! DEFEAT KEVIN NOW!" scream Gwen 10,000 at the top of her lungs.

"Now it's your turn to die, Gwen!" grin Super Kevin 11. He swung his arm and smack Gwen 10 out of the mountain and she crash on the snow below. She shook off the dizziness and look ahead. Super Kevin 11 land in the snow and stood up as he glare at Gwen with his menacing eyes.

It pierce Gwen 10's heart as she never thought she have to kill her true love. Gwen 10 gather her courage to stand firmly and talk to Kevin.

"Kevin, why do you hate me? I thought you love me!" shout Gwen 10.

"Huh?! I-I..." Super Kevin gaze at his hands than gaze at Gwen 10. "What am...GRR!" grunt Super Kevin 11 as he clutch his head with his hands.

"Kevin, please! Fight it!" plead Gwen 10.

"I can't! Its powers is taking over my mind! Gwen, you...must kill me..." grunt Super Kevin 11.

"I can't!" protested Gwen 10. Than she heard a voice and everything stood still.

"_Gwendolyn, why are you hesitating_?" ask the voice.

"Prof. Paradox? Please tell me how can I save Kevin? Shall I use the Fusion aliens?" ask Gwen 10 as tears twinkle down from her eyes.

"_First fix the Omnitrix and remove the scratch guard. Search through the dials and find a symbol of a tall alien with four antennas and a tail. You can do it, Gwendolyn. Believe in yourself._" said Prof. Paradox. Then time resume to normal.

"RAAAAGGHH!" roar Super Kevin 11 as his roar release a burst of powerful wind.

"Only I can save Kevin. Don't worry, Kevin! I'll stop you!" shout Gwen 10.

"Finally you decide to fight! Prepare to die!" growl Kevin 11.

*_I have to use my Fusion alien forms until I have enough time to place the faceplate back on._* thought Gwen 10.

She slam her hand on the Omnitrix core and start glowing in green light. Her arm turn black with green stripes than the rest of her body. She have dark blue torso and one eye. She wore the Omnitrix on her chest. She spun around once and face the fourth wall. Her green eye turn blue than her head grew horn, blade-like overgrowth on her elbows, her legs become hind-legged and have orbs on her feet. She grew a long tail and her green stripe turn blue. She struck a pose.

"**XL-Grade!**" shout the Half-Galvanic Mechamorph Half-Kineceleran. She frown and her eye emanate sparks of energy, travel to the center then she shot her eye open & fire a powerful energy cannon at Super Kevin 11.

Using XLR8's speed, he evade XL-Grade's attack then swing his left arm and fire a barrage of blue fire-balls. She start zigzagging than appear behind him.

"What?! How?!" exclaim Super Kevin 11.

"Kevin, it's clobbering time!" growl XL-Grade as she land a powerful thrust punch, send Super Kevin 11 away, grab him, yank him back and land a barrage of high-speed kicks against his chest. Super Kevin 11 recover and fire a powerful energy cannon from his center eye on his chest. XL-Grade counter with her own. Both beams overcharged and release a huge explosion. Super Kevin 11 brace himself to withstand the blast than look up; jumping out of the flames is a Half-Splixian Half-Tetramand.

"**Four Ditto!**" shout the hybrid as she create 30 clones of herself. They pound him so much that he fell on his knee but he swing his arms together and clap his hands, release a powerful shockwave that send the Four Dittos away. They vanished and reveal the original Four Ditto. She struggle to stand up but Super Kevin 11 stand before her and lift his foot. He stomp down as Four Ditto start glowing. His foot went through her and shatter the ground.

"Where did you go? Did you become Ghost Freak?!" ask Super Kevin 11 as he look around.

"Behind you!" hiss the Half-Ectonurite Half-Thep Krufan named **Snare-Freak**. She right-hook punch Super Kevin 11, wrap the bandages and tentacles around him and fire a powerful energy cannon at blank range. She sent him flying 20 feet away from her, landing in the middle of the lake. "That was for that punch you gave me when we first fought in your previous state!" hiss Snare-Freak as she start glowing. She morph into...

"**Wild Blast!**" shout Wild Blast as she start running on four.

Super Kevin 11 stand up and saw Wild Blast. He thrust his right and lower arms forward and fire a barrage of quills & crystal shards. Wild Blast zig-zag the attack in a blink of an eye then create a trail of fire as she run around Super Kevin 11. Once the ring of fire are connected, it unleashed a huge firewall. The heat weaken the ice and Super Kevin 11 fell in the ice-cold lake. Wild Blast start glowing again as she dive into the water. She's now Half-Hedgesapien Half-Piscciss Volann named...

"**Mer-Mouse!**" chimed Mer-Mouse as she swam toward Super Kevin 11. She spin dash Super Kevin 11 but he evade her and throw blue fire-balls at her.

She start swimming around in her spin ball form, dodging fire-balls then tackle Super Kevin 11. She then swing her head down, firing a series of needles from her hair. Super Kevin 11 put his arms together and block all the needles. Mer-Mouse swam up and land a powerful bite on his shoulder.

"RAAAGH!" roar Super Kevin 11 as the air bubbles escape from him. However he also had gills so he can breath underwater. He land a massive bite on her fish tail.

"AAIEE!" scream Mer-Mouse. Super Kevin 11 toss her up out of the water and into the sky. He burst out of the water and charge toward Mer-Mouse.

"Mer-Mouse can't land a damage! Let's try...!" Mer-Mouse slap her hand on the Omnitrix on her shoulder and she start glowing. She morph into Half-Pyrofiggian Half-Petrosapien.

"**Diamond Fly!** Take this!" Diamond Fly thrust her fists and abdomen forward and fire a barrage of crystal shards. Super Kevin 11 withstand it and land a barrage of super punches than slam her down. Super Kevin 11 fire two energy ray, lightning and ice fire, at her but Diamond Fly caught it with her hands. She absorb it, transfer to her abdomen and fire a redirected energy beam. Super Kevin 11 caught it with his right upper hand and redirect it back at Diamond Fly. It struck her hard.

"AH!" grunt Diamond Fly and she crash on the snow. Super Kevin 11 land on top of her and swing his bladed arm at her but she create two blades and block it. "You know Kevin, we should enjoy this moment if we weren't enemies." Diamond Fly gave a flirty grin. "But I must save you once and for all!" Diamond Fly generate a heat saber from her bladed arm and stab it through Super Kevin 11's waist. He gritted his teeth in pain and got wide-eyed with his pupil shrink to tiny slits

"GRRAAAAAAAAAGGGHH!" roar Super Kevin 11 in pain, releasing a sonic roar and start shattering her crystalline body.

"ARGH!" moan Diamond Fly and fell unconscious. Her Omnitrix start beeping and Diamond Fly slowly pull out the face plate and connect it on her symbol. She morph back into Gwen 10 and her Omnitrix is fixed again.

"Finally, all of your powers will be mine!" grin Super Kevin 11 as he grab Gwen 10's left arm, lift her up and try to remove the Omnitrix.

"Kevin... I will save you... If I can somehow drain all your powers..." groan Gwen 10 as she slowly regain consciousness.

"Give. Me. The WATCH!" roar Super Kevin 11 as he try to rip the Omnitrix off.

"Kevin, I can't get it off remember?!" shout Gwen 10. Suddenly the Omnitrix start beeping & glow brightly. Suddenly it release a powerful feedback, knocking Super Kevin 11 away from her while Gwen land on her butt. A scratch guard fell off the Omnitrix core, due of Super Kevin 11's brute strength.

"What the?!" exclaim Super Kevin 11 as he shake off the dizziness. He stood up and roar in rage. "RRAAAAGHHH!"

Gwen 10 stand on her feet and rub her hands on her butt, "Ow... I must beat Kevin and save him. Come on, Omnitrix. Give me someone useful." plead Gwen 10 as she start searching for an alien form until she found an alien form she didn't recognize. It look like a tall figure with four antennas and a long tail.

"A new alien form Paradox mention! Then this will have to do!" She slam the ring and release a burst of green light.

-Insert Song: _Feed Back Theme_-

Her arm turn black than turn her whole body black and dark blue, like Buzz Shock. She grew a single eye in the middle of her head and she gave a cocky grin. She grew four antennas with round plugs on the tips. Her fingers and tail have the same golden plugs. She discharge electricity from the plugs then fire the electric bolt at the fourth wall.

-Song Ended-

"Whoa! This is cool!" grin the alien in cocky tone.

Gwen 10,000, as **Fire Fly**, brought Max down with Verdona and land next to Adult Ben, who gave a good news that Ben 14 is healed but unconscious. They all saw Gwen 10 in her new alien form.

"I don't recognized that form." said Fire Fly as she morph back into Gwen 10,000

"A Conductoid! Gwen, that alien form has the ability to drain energy and electricity to fuel your power!" shout Verdona.

"Really?" ask the alien.

"I will kill you!" roar Super Kevin 11 as he perform the same attack he used on Ben. He fire a super powerful energy blast at the Conductoid.

"Let's test Grandma's theory!" grin the Conductiod. She thrust her hands forward and caught the beam. She start absorbing it and the beam vanished as she finished absorbing.

"Whoa!" exclaim the Conductoid in awe.

"WHAT?!" gasped Super Kevin 11. The Conductoid clutch her hand and created an electrical sphere. She throw it and it struck Super Kevin 11. Since she absorb Super Kevin 11's attack, the former's attack got super-charged and release an explosion that send the latter away, leaving sever damages.

"I _feed_ on his attack then I send it _back_! Hey that will be my new name! **Feed Back!**" grin Feed Back as she strike a pose.

"DIE!" roared Super Kevin 11 as he charge back toward Feed Back at super speed then throw his ice-lava fist but Feed Back caught it.

"You're so not!" grin Feed Back as she kick Super Kevin 11's face then jab his stomach a few times. Super Kevin 11 swing his two arms but Feed Back duck and sweep kick Super Kevin 11 off his feet. Feed Back jump up then thrust her hands forward and fire a focused-electric beam, blasting Super Kevin 11 down. Super Kevin 11 is finally defeated. "Now I'll take that energy, thank you." chuckle Feed Back as she place her hands on Super Kevin 11's chest and start absorbing all of his energy. She stab her antennas on Super Kevin 11's head and shoulders and stab her tail on his waist for greater effect.

"GYYAAAAHHH!" scream Super Kevin 11

"AAAHH!" yell Feed Back as she lift her hand and ram it against Super Kevin 11, release a massive burst of electricity. Suddenly his whole body start cracking than shatter into pieces and revert Kevin back to his normal human form.

"Uhh..." moan Kevin.

"You're back to normal, Kevin." sigh Feed Back as she drop on her knees, hold Kevin in her arm and stroke his head with her hand.

"She did it!" cheered Verdona and Gwen 10,000.

"Heh-heh... I knew she can do it..." chuckle Ben 14, who woke up.

"Heh, I knew it too." smile Adult Ben.

Feed Back morph back into Gwen 10 and Adult Ben pick up Kevin and carry him over his shoulder. Gwen 10,000 stand in front of Gwen 10. She bent on her knees and hold out her Omnitrix.

"Hold up your Omnitrix, Gwen." smile Gwen 10,000.

"Okay." said Gwen 10 as she hold her Omnitrix. The Omnitrixes cores pop up and a female voice was heard.

"CODON STREAM ACTIVATED! TRANSFERING DNA SAMPLES." said the female AI.

Gwen's Omnitrix core start flashing in yellow light than reveal new symbols. They are Buzz Shock, Fembot, Battlefly, Frostblight, Unitaur, the To'kustar, and an unknown alien form.

"New aliens for me?" ask Gwen 10.

"They are very useful. Use them well." smile Gwen 10,000.

"Hello, everyone!" a voice call out and the heroes look behind them. It's Prof. Paradox!

"Prof. Paradox!" exclaim Max, Verdona and Gwen.

"You manage to prevent the dangerous threat. Good job, Gwen." smile Prof. Paradox.

"Hey, can you take us home now?" ask Gwen 10 with a smile. He nodded and create a time portal.

"Good-bye, Gwendolyn and Benjamin!" wave Gwen as they are going through the time portal.

"Good-bye, Gwen! Enjoy your new future!" smile Gwen 10,000.

"And make sure younger me doesn't use Mecha Merge to cheat again!" chuckle Adult Ben with a sarcastic grin.

"Ha ha! Will do. Bye!" smile Gwen as they went home.

-Main Timeline-

"Oh, my head..." moan Kevin as he slowly wake up and look at his surrounding. He's in the bedroom of the Plumber base.

"Good morning, sleepy head." giggle Gwen as she brought some soups.

"G-Gwen?! What happen?!" ask Kevin as he shot up from his bed.

"Shhh. It's alright. The nightmare is over." hush Gwen softly as she gave Kevin a bowl of soup. While they enjoy their soups, Kevin start talking.

"I remember I was in Bellwood but different and I saw two of you, although the second Gwen is so sexy and beautiful." comment Kevin. Gwen start blushing and rub her arm. "But then I was fighting you and I almost kill Ben. I even try to kill you. Gwen, I am so very, very sorry." sigh Kevin.

"Kevin, you know Ben will never hurt me. You don't know how hard I struggle to fight you. In the alternate future, I killed you." said Gwen with a sad look in her eyes.

"You...killed me in the alternate future?" ask Kevin in shock.

"Yes, and I was so lonely. That's why I want to save you, so we can be together forever and begin your dream of selling auto parts, both Earthling and alien parts." smile Gwen as a small tear shed from her beautiful emerald-green eyes.

"Really?! That's- I don't know what to say." stammer Kevin.

"Kiss me." smile Gwen.

"K-Kiss you? Well, okay." He lend forever and give her a light kiss. Gwen frown.

"No. Kiss me!" frown Gwen with a devilish grin. Kevin gave the same grin and gave her a deep passion kiss. Kevin place his hands on her waist and Gwen wrap her arms around Kevin's neck as they continue kissing. They broke their kiss to catch their breath.

"I love you, Kevin Leven." sigh Gwen.

"And I love you, Gwen Tennyson." smile Kevin.

**Axle- Finished. Thanks for your visit, Gwen 10,000. Hope we'll see you again.**

**Gwen 10,000: Same here. Good-bye everyone.**

**Axle- Ben, where's Gwen & Kevin?**

**Ben- In the living room, cuddling.**

**Axle- Oh okay. Please leave some reviews. Uh, should we tell everyone where you're going?**

**Ben- First I must tell my mom and dad the truth before I go.**


	15. Ben 14's Path To The Power

**Chapter 15: Ben 14's Path To The Power**

**Axle- Okay, this will be Ben 14's solo chapter.**

**Ben- Cool!**

**Gwen- Do you have to go?**

**Ben- Why? *!* You're going to miss me?**

**Gwen- Of course! Who am I going to call 'doofus' if you're not around?!**

**Ben- Moments gone...**

**Kevin- Don't do what I do, Ben.**

**Ben- You bet!**

**Kevin- Better yet, don't do what you usually do.**

***Ben frown at Kevin***

**Axle- Begin Ben 14's solo now!**

Today was the day, Ben Tennyson AKA Ben 14 is going to planet Anodyne with his Grandma Verdona. Both Max and Verdona was forced to reveal the whole truth to Carl Tennyson so they will know where is Ben going. While Sandra was shock and confused, Carl was calm, like as if he already knew his mother is an alien. Carl accept his mother's permission to take Ben with her.

"OH BEN! DON'T GO! I WANT TO SEE YOU GROW UP! YOU'RE MY LITTLE BABY!" cried Sandra.

"Mom! I'm not a baby anymore! I must go so I can learn how to fully use my powers for good and don't worry, I'll keep studying while I'm away and I'll send e-mail!" smile Ben while blushing about his mom's outburst of sadness.

"Take care of yourself, doofus!" grin Gwen.

"Hey, I have mana and Copytrix on my side. I'll be alright and Kevin?"

"Yeah?" ask Kevin.

"Watch over Gwen for me." smile Ben. Kevin nodded and gave a thumb up. Gwen hugged Ben and a tear fell out of her eye. She separate from her cousin and said one thing that Ben will never forget.

"Remember Ben, even we argue and all, I love you, okay? You're the best cousin I ever have." smile Gwen. Ben was surprised and his eye widen by her words. He look down and then face Gwen with a cocky smile.

"I love you too, Gwen. Even if you beat me at Sumo Slammer, calling me names or punch me when I make fun of your big Fire Fly butt." smile Ben. The cousins share their big hug one more time than Ben walk to her Grandma's side.

"Ready, Benjamin?" ask Verdona.

"Ready, Grandma." smile Ben. Verdona chant a teleportation spell and they become covered in mana-like whirlwind than they disappear.

-Space-

They reappear in the orbit of the planet Khoros and Ben, who quickly slam the Copytrix core and become **Jetray**, ask his grandma.

"Is this Anodyne?" he ask.

"No, Ben. This is planet Khoros, the home of the Tetramands. Before we go to my home planet, I must test your powers with the Copytrix and your Anodite powers. I have unlocked new DNA samples for you as well as adding new ones I obtain during my visit in Andromeda System." explain Verdona.

They land on the planet and arrive at the tournament where Warlord Gar is watching the battle. Verdona greet him.

"Hellooo there, Gar! How are you?" chimed Verdona in a childish tone, making Ben laugh quietly.

"Hmm? An Anodite? Verdona, is that you?" ask King Red Wind.

**(A/N: It's hard to tell who's who since the Anodite has similar appearance, as you saw Verdona, Gwen and Sunny's Anodite form look identical except their heights)**

"That's right! I came here to ask you if my grandson can take part of the tournament?" ask Verdona.

"I don't know, he look nothing like a warrior." mutter Gar.

"Appearance doesn't make a warrior, it's the strength of your heart and courage!" smile Ben.

"Ah, he got fighting spirit. Ha, yes he will participate." chuckle Gar. They gave Ben a Tetramand armor for his size and gave him a sword. Ben stand in the ring and standing in front of him is a green Tetramand.

"Begin!" shout Gar.

"RAGH!" yelled the green Tetramand as he swing his arms down and create a shockwave. Ben went flying but he created a mana platform and regain his footing.

"Nice yell, four-armed dude! I'll use the sword later." grin Ben as he put away his weapon. Gar was confused than Ben jump from the platform and slam the Copytrix core.

Ben's arm expanded in large size as well as his right arm. His body expanded like a balloon than his skin turn white/black, gain yellow armor plates on his back and the back of his arms. He become a bulked alien wearing the Copytrix on his forehead. He morph into a sphere, spun once then revert back to his standing form.

"**Cannonbolt!**" shout Cannonbolt as he turn into an armored sphere and spin dash toward the green Tetramand. He stood his ground and caught Cannonbolt but the speed was too much that the Tetramand was pushed against the wall. He fell unconscious. Cannonbolt stood up and grin. "That's what I call 'rock 'n roll'!" laugh Cannonbolt as he morph back into Ben.

"A Hybrid that can become a Arburian Pelarota? Interesting." smile Gar.

A blue Tetramand appear in the ring and Ben just smile as he spun the ring dial and slam the core.

His arms become covered in yellow armor and grew four metal claws. His whole body become covered in armor than his face is covered in metal helmet with two visible green eyes. His arms look like a jack hammer and he have two grey ears and a grey tail. He wore the Copytrix on his chest.

"**Armodrillo!**" shout the new alien. "Whoa, a new guy!"

The Tetramand charge toward Armodrillo but Armodillo grab him than push the blue Tetramand forward & he crash on the pillars in the ring.

"Break it up, Tetramand!" shout Armodrillo than he got struck by a boulder but didn't flinched a bit. "Better yet, let _me_ break it up for you!" Armodrillo slam his hands against the ground. Suddenly his arms made a jack hammer sound then the ground begin to shake into a violent tremor, forcing the Tetramand to lose balance. Armodrillo succeed of defeating the Tetramand. Armodrillo morph back into Ben.

"Alright! Give it up for Ben 14!" cheered Ben.

"YAY! WAY TO GO BEN!" cheered Verdona.

The Warlord smile and snap his fingers. A giant monster with four tusks, four eyes and bound in chains emerge from the gate. Ben got wide-eyed of that beast.

"Whoa!" gasped Ben.

"That is the beast of our planet! Let's see if you can defeat him." grin Gar.

"RAARR!" roar beast as he broke free and charge toward Ben. Ben quickly spin the dial and slam the core. He exploded in bright light.

Ben's body become covered in powerful red armor, his hands become sharp metal claws with a hole on his palms. His face becomes armored with two dreadlocks and have two pair of dash-like eyes. He wore the Copytrix on his chest.

"**Water Hazard!** Huh?" Water Hazard look at his hand and, before he know it, he got ram against the wall. "That's...going to leave a mark!" groan Water Hazard. The beast grab Water Hazard with his jaws and throw him across the arena but Water Hazard back flip and land on his feet. When beast start charging toward Water Hazard again, Water Hazard thrust his hands down and fire a blast of water, turning the solid dirt into mud. The mud was slowing down the beast's speed & fell in the mud until the mud reach to his thighs. That gave Water Hazard a chance to press the symbol and morph into...

"**Nova Blast!**" shout the Pyronite. He thrust his forward and unleash a wave of fire, turning the mud into solid dirt again, trapping the beast. Nova Blast press his Copytrix and morph into...

"**Articguana!** Weather forecast: Cold front, with a chance of _me_!" joked Articguana as he discharge a powerful ice breath and turn the beast into a block of ice. He press the Copytrix on his right paw and morph into a living energy-like alien than he got sealed inside an armor with three vents on his mask and he wore the Copytrix on his chest.

"**NRG!** This is so C-O-O-L!" laugh NRG as he discharge a powerful focused-radioactive beam and shatter the beast into pieces. Every Tetramands gasped in awe as they saw a Hybrid changeling defeat their deadly predator. NRG morph back into Ben and laugh after he saw the surprise expression on Verdona and Gar.

"That's right, I'm amazing!" grin Ben.

"That...was...AMAZING!" squeal Verdona as she jump up and down while clapping her hands.

"This boy reminds me of that dreadful beast that nearly kill you, Looma." said Gar. Looma step out of the shadow and sneer.

"Than he's the ally of Kevin 11!" growl Looma. She quickly jump into the ring before her father could stop her.

"LOOMA, WAIT!" shout Gar.

"Prepare to die, 'Ben 14', ally of Kevin 11!" shout Looma. Ben look over his shoulder and saw Looma. His eyes widen in awe and his jaw drop as he gaze at a beautiful Tetramand girl.

"Wow... I never thought I get tp fight a Tetramand girl." said Ben in awe. Looma ram her hands through the ground than rip off a chuck of boulder off the ground and throw it at Ben.

"YIKES!" yelp Ben as he quickly create a mana barrier. He withstand the attack than he dash toward and start jabbing her face while she struggle to defend herself. Ben slam her face with a roundhouse kick than grab her within the mana bubble and slam her through the pillars. Ben start glaring with enough focus that he fire a mana beam from his eyes and pin Looma against the wall until Ben stop firing as he realize he's hurting her too much.

He walk toward her and scratch his head. Looma look up and was confused of why he's not beating her yet.

"Sorry about that. I didn't mean to hurt you that much." Ben apologized to her. She become surprised and she gritted her teeth.

"Apologizing is for the weak! This tournament is where we test our strength! Now fight me!" shout Looma as she ram her fist against Ben's guts. He gasped hard and he went flying across the arena. He crash hard on the wall and everyone went "Ooh!". Ben gasped for air than stood on his feet. He gaze at his Copytrix than look at his sword.

"I don't need a sword or the Copytrix this time." said Ben as he drop the sword.

Than he did something that surprised everyone: He thrust his hand and unleash a mana shock wave. Looma quickly jump high and, when she swing her right fists, Ben quickly create a mana shield but her punches shatter the barrier and slam Ben into the ground. He's unconscious and Looma ready her sword.

"Die!" growl Looma as she swing her sword down to Ben's throat. Ben's eyes shot open and glowed sky-blue.

"Not for real!" grin Ben as he unleash a powerful mana explosive wave and blast Looma away from Ben. She quickly recover, back flip and skid across the arena until she stop. Ben jump back on his feet and point his finger at her.

"That's right! You better run!" laugh Ben. He saw Looma standing up but fell on her knees. She can't stand up, due of her previous injuries from Kevin 11, so she's not fully healed.

"No! I will...not give in!" growl Looma as she summon her strength and charge toward Ben again. Ben got bored already so he just extended his hand forward, grab Looma with his mana bubble than toss her up in the sky. Ben start yawning, spinning his Copytrix ring dial, check his Sumo Slammer cards than he thrust his hand and create a mana platform. Looma fell back down and she crash through it and collided on the ground. As the dust cloud was blown away by Ben's mana, he found Looma, defeated and unable to stand up except stand on her knees. She become afraid and stammer in a timid voice.

"Y-You won... Now I'll be your wife..." whimper Looma, afraid what will he do. Ben's cheek turn pure red and his eyes become wider than a coconut.

"M-My wife?! I...I..uh... Well...um..." stammer Ben.

"You...turn...me down too?" Looma broke down in tears and Be become shocked.

"Y-You're crying?! Oh man, I wasn't..." stammer Ben as he try to find a word to say.

"What's wrong with her?" ask Verdona

"A Osmosian named Kevin 11 came here and kill several of our warriors and batter Looma to near death. She shouldn't be fighting now since her wounds are not healed yet. Kevin 11 even rejected her to be his wife and continue to attack until a mysterious man attack and took him away." explain Gar.

"Isn't Looma a little young for marriage? She's 13, you know." ask Verdona.

"Yes, but if she get defeated by a male being such as your grandson, she will marry him once she's 18." answer Gar.

"Miss, please why are you crying?" ask Ben.

"Why the boys never like me?!" cried Looma as she place her upper hands on her face and repeatedly slam her lower arms on the grounds, causing tremor. Ben try to regain his balance than fell on his knees. He create a mana platform to levitate and ignore the tremor & float near her.

"I didn-"

"Yes, you did! No male beings who manage to defeat me ever accept me to be their wife and they suffer the same fate; my daddy sent the armada and destroyed their home planet. But why!? Why you rejected me?! You defeated me fair and square! This is the custom of the Tetramand, so why you rejected me!?" Looma cried heavily as she resume slamming her fists against the ground. Ben felt horrible as if he have hurt her feeling very badly so he float closer to her and smile.

"I didn't even said no. It's just that I'm not ready for marriage. I'm 11-year-old." smile Ben.

"*sniff* and I'm 13-year-old but..."

"Tell you what; I'm heading to planet Anodyne to train for 5 years than I'll come back here and fight you again. And if I win again, I'll accept the custom of your people, beside..." Ben lend closer to whisper her the next part. "...You have four beautiful golden eyes."

Looma have her four eyes widen and she was touched as her cheek turn violet, which Ben already knew that was a Tetramand blush. She smile and nodded. "I'll be waiting for your rematch. My name is Princess Looma Red Wind, daughter of Gar Red Wind." she introduce herself as she extended her hand for a handshake. Ben grab her hand and shook it.

"I'm Benjamin 'Ben' Tennyson AKA Ben 14, grandson of Verdona. It's an honor to meet you, my Lady." smile Ben as he kiss her hand. Looma's cheek turn violet again and she giggle as Ben behave like a gentlemen. Ben move up and talk to Gar.

"Gar Red Wind, I'll be leaving with my Grandma to Planet Anodyne but I'm not rejecting your daughter. I'll come back 4 years from now and battle your daughter again. If I win again, I'll accept her as my fiancé. Than we'll do the Earthling custom; I'll take her with me to planet Earth and get to know each other well. Than 3 years later, I will marry your daughter." explain Ben.

"Hmm, a fine and noble request. Be sure he remember his promise, Verdona." said Gar.

"Will do. Come on, Benny!" chimed Verdona.

"Sure Granny." chuckle Ben. Verdona chant the spell again and they teleported away. They reappear on Planet Anodyne, a peaceful planet where all the Anodites enjoy their lives.

"Verdona! You're back!" chimed an Anodite named Roxanne.

"Yep! And I brought my grandson, Benjamin Tennyson. He's the Spark." smile Verdona.

"Really? Than let's show him around our home than we'll start training him. What you want to learn; mana technique, spells or both?" ask Roxanne.

"Mana techniques, please. I'm not fond of spells." smile Ben.

"Great!" chimed the two Anodites. The training must be only for mana so Ben remove his Copytrix, thanks to his mana which scan its function and figure out the voice command to remove the Copytrix. It was a hard training for Ben as he try to learn how to maintain his true form and control his full power. Ben became a fast learner and overcome many training but he insist on giving him more training. Verdona proudly watch as her grandson search for the control of his inner powers.

-4 years later-

"Okay, Benny. Use your mana to take down that **Slamworm** and don't get eaten." said Verdona. A dark blue Anodite with flaming blue hair nodded and tackle the giant worm with four eyes and sharp beak-like mouth. He spit out a barrage of acid goo but the male Anodite quickly evade it and tackle the Slamworm with his mana barrier. He jump on his beak and create two mana swords & stab it on his muzzle.

"KRRRIII!" scream the Slamworm and shook his head, sending the male Anodite away. He land on the ground and slide a bit. He thrust his hands and fire a large mana beam that pierce through the Slamworm's body. "YIIIIIIIEE!" shriek the worm as he fell on the ground dead.

"Perfect, Ben. You have completed your training." smile Verdona.

"Yeah, but I have one more test." smile Ben, who had grown older to the age of 15.

"And what's that?" ask Verdona.

"Princess Looma." answer Ben as his dark blue cheeks turn bright red.

"Ah, you still remember her." grin Verdona.

"Yeah. I must complete my promise now than I'll return to my home planet, Earth." smile Ben.

"Sure, I'll let your Grandpa know we're coming home." While Verdona do that, Ben teleport himself to planet Khoros.

-Planet Khoros-

Ben appear in the sky of Khoros and land on the ground. He start glowing brightly than the light subside. He transform into his human form and then he pull out his Copytrix from his pocket. **(A/N: Ben 14 has the appearance similar to Ben 10 from _Omniverse _but the number 10 was replaced with 14)**

"Time to meet the girl of my dream." smile Ben as he wear the Copytrix. The Copytrix start beeping and the AI spoke.

"UNKNOWN USER DETECTED. PLEASE IDENTIFY YOURSELF." ask the AI.

"The name is Benjamin Kirby Tennyson. Age 16. Born and raise in Bellwood. Inherit the powers of the Anodite, obsessed with Sumo Slammer, loves chilis fries and..." Ben pause for a minute than took a deep breath. "...I have a crush on Princess Looma." said Ben.

"ID CONFIRMED! BEGIN RECALIBERATION!" beeped the AI. Than the Copytrix begin to glow in bright green light than turn dark blue. The Copytrix now have the appearance of the retro Omnitrix and Ben 10,000's Omnitrix mixed together and have dark blue/gold color scheme.

"Cool." smirk Ben. Than he create a mana platform and travel his way to the tournament. When he arrive, he saw a Tetramand battling a female Tetramand wearing a gold/black battle armor and he lost. She yawn in boredom.

"Is there anyone who is worthy enough to defeat me?" ask the female Tetramand who is 17-year old. Ben just smirk and land in the arena. The female Tetramand scoff, place her lower hands on her hips and her upper arms across her chest. "What do you want, Earthling?" ask the female Tetramand.

"Hmm... Could it be..." mutter Gar as he saw Ben enter the arena unexpected.

"Excuse me, Miss Four Arms. Do you know where is Miss Looma?" ask Ben.

"I'm Princess Looma Red Wind!" growl Looma.

*_Looma?! Wow... She's so beautiful but she got aggressive. Oh well._* sigh Ben in his thought. "I'll fight you, Princess Looma Red Wind!" shout Ben.

*_Hmph! More men wants to fight me. When will my Beloved return?_* sigh Looma in her thought. "Fine, I'll fight you!" grunt Looma.

Ben gave a sarcastic grin as he activate the Copytrix, the core pop up and display a hologram of a Bigfoot with lightning crest on his forehead. He slam the core down and release a blue light.

A blue sphere travel through his bloodstream. Ben become a silhouette with blue highlight, floating in a blue background. His cells start pulsing rapidly as his DNA merge with the selected alien DNA. His body becomes X-rayed than his skeleton stretched into a skeleton of a simian. **(A/N: The Copytrix symbol are dark blue/gold)**

"**Shocksquatch!**" shout Shocksquatch as his body release a short burst of electricity. He charge toward Looma and throw his electric-charged fist but Looma caught his fist and toss him aside. Shocksquatch land on his feet and create a ball of lightning. He threw it at Looma and she got hit hard. She growl and gave Shocksquatch with a death glare.

"Uh-oh." winch Shocksquatch.

"GRAH!" growl Looma as she gave a mad running start that cause the ground she once stand to shatter by force. Shocksquatch thrust his hands forward and release a huge burst of electricity but Looma ignore the pain and tackle Shocksquatch. Shocksquatch stay on his footing as he try to electrocute Looma but she continue pushing Shocksquatch until they crash against the wall. Shocksquatch morph back into Ben and, before Looma lift her duel-wielded hammer to crush Ben, Ben use her mana to trap Looma in a mana bubble, levitate her up and slam her into the ground.

"Need to control your temper, beautiful." smile Ben. Looma rise up and throw her weapon at Ben. Ben's eyes glowed sky-blue, caught the hammers with a mana bubble than throw it back at her, right at her stomach.

"Oof! Gack!" gasped Looma as she clutch her stomach with her lower arms and fell on his knees & she puke her lunch on the ground. She stood up and pass her upper left arm across her face to wipe the vomit from her mouth.

"Uh...oh." mutter Ben.

"RRAAAGGHH!" roar Looma as she slam her fists against the ground and cause a powerful tremor, so powerful that ground exploded into large debris as the shockwave charge toward him. Ben slam his mana-charged fist against the ground and release a mana shockwave. They both collided and release a huge shockwave. Looma jump across the arena and charge toward Ben with her fists ready. Ben throw a series of mana bolts but she's not stopping so he create a mana shield and withstand her powerful punches. Than Ben create a mana lasso and wrap them around Looma's waist than slam her against the wall. Looma grab the mana and yank Ben toward her than she slap him so hard, he went flying 10 feet away from her. Ben quickly create a mana platform and quickly land on his feet.

"Wow... We didn't get to know each other yet and already I got slapped. Man, she's so hot." chuckle Ben as he rub his cheek and begin to select his desired alien form.

"Okay, I'll use..." Ben activate the Copytrix again and select the hologram. He slam the core down and exploded in bright blue light.

A blue sphere travel through his bloodstream. Ben become a silhouette with blue highlight, floating in a blue background. His cells start pulsing rapidly as his DNA merge with the selected alien DNA. His arms become covered in yellow armor and grew four metal claws. His whole body become covered in armor than his face is covered in metal helmet with two visible green eyes. His arms look like a jack hammer and he have two grey ears and a grey tail.

"**Armodrillo!**" boomed Armodrillo and slam his fist against the ground & cause a powerful tremor. Looma fell on her back by the tremor and her eyes got widen.

"Did he said... Armodrillo?" mutter Looma. Armodrillo charge toward Looma but Looma shot up and ram her fists against Armodrillo. He stagger back than swing his fist but Looma jump on his shoulders, grab him than vault him backward and toss him into the ground. Armodrillo stood up and shook his head as he place his hand on his head.

"Whoa, she grew stronger than before!" grumble Armodrillo.

"What's wrong, Armodrillo? Chicken?" laugh Looma.

"Very funny, but can you find me when I'm underground?" ask Armodrillo as he ram his fists against the ground and drill his way underground. Looma just wait patiently than she heard the jack hammer sound and the ground exploded in dust cloud. Armodrillo emerge and spin his claws at high-speed until it's now a drill than he thrust it toward Looma. Looma use her lower arms and grab the drill. The sudden stop release a shockwave and shatter the ground, sending the debris in the air.

"GRRR!" growl Looma as she struggle to push Armodrillo back and her feet sink into the ground. She strength her grip and cause the drill to lose speed until it stop and revert back into a hand.

"You stop my drill?!" exclaim Armodrillo. Looma than use her upper hands to grab Armodrillo's head and start crushing him. "OWW! This is not mortal combat, Looma!" grunt Armodrillo.

"Shut up!" snapped Looma.

*_She's too strong! I don't think my alien forms can beat her and I can't use my true form because I don't wanna hurt her too much. I hope I still have Tetra Arms.*_ Armodrillo try to switch form via Master Control than the AI spoke.

"MASTER CONTROL OFFLINE!" said the AI.

"Huh?!" exclaim Looma. Armodrillo found his chance and grab Looma's waist with his left hand and push her away.

"Why it's offline?" ask Armodrillo.

"DUE OF THE RECALIBERATION, THE COPYTRIX HAD RESTARTED." answer the AI.

"Then activate the Master Control!" order Armodrillo.

"MASTER CONTROL ONLINE!" obliged the AI. The Copytrix symbol let out a beep than Armodrillo press the symbol and morph into...

"**Tetra Arms!**" shout the Tetramand. "Whoa, I got the uniform of the Tetramand warrior!" smile Tetra Arms. **(A/N: Tetra Arms' appearance is similar as Four Arms from _Ben 10-Generator Rex: Hero United_)**

"Huh?! He become a Tetramand?!" gasped Looma. She charge toward Tetra Arms and attack him but he punch her face twice than land an uppercut, sending her flying and crash on the ground. Tetra Arms slam his fists into the ground than thrust his hands up, sending a powerful tremor, sending her flying up than he jump toward her and ram his fists against her stomach & they crash into the ground. She's now defeated.

"I...lost... And Ben never came..." whimper Looma in a soft voice.

"Well done, Ben 14! You kept your promise." smile Gar as he clap his hands.

"Guess you remember me well, Warlord Gar." smile Tetra Arms as he morph back into Ben.

"I still remember your ability to transform into different alien warriors. And your jokes." chuckle Gar.

"Ha-ha!" chuckle Ben nervously. Looma stood up on her feet and gaze at Ben.

"Benjamin? Is that you?" ask Looma.

"Yep. I told you I'll come back and beat you again but man, you pack a mean punch." smile Ben. Looma quickly hugged him and cuddle her face on Ben's.

"I knew you'll return!" squeal Looma.

"I'll never break my promise, Looma. If I did, you might invade my home and... You might break my bones like a toothpick." said Ben as he gave a carefree smile. He turn his attention on Looma's father.

"Gar Red Wind, now I will do my custom. I will take her to my home, Planet Earth, so we'll get to know each other well and show her the life style on Earth." said Ben.

"Okay, and you will keep my race's custom that you two will be married?" ask Gar.

"I will." smile Ben.

"Oh, and for you being able to keep your promise, you will marry my daughter once you two feel ready." smile Gar.

"Thank you." bowed Ben.

-Shipyard-

When they arrive at the ship yard, they climb inside Looma's space ship. Ben transform into Tetra Arms and grab the steering wheel. He use his mana and scan the ship, seeing how it works. Than a thought hit him:

Looma's spaceship has only one seat.

"Where are you going to sit?" ask Tetra Arms. Looma answer by sitting on his laps. They both blushed and stay gazing each other until Tetra Arms broke the awkward silent.

"Comfortable?" ask Tetra Arms timidly.

"Yes... I'm comfortable, Benjamin." answer Looma softly.

"Than let's go." Tetra Arms start up the ship and they left to planet Earth. Than Tetra Arms receive a telepathic message from Verdona.

"_Ben? Ben!_" shout Verdona.

"What is it, Grandma?" ask Tetra Arms. Looma was confused but then remember he's half-Anodite so he have telepathic connection with his grandma.

"_I try to reach your Grandpa Max but he's not responding and I can't find his mana! And even worse, there are hostile aliens known as the **Highbreed** heading toward Earth! They're carrying **Xenoclye** which will turn anyone they grab into **DNAliens**! You must hurry home and find Gwen & Kevin!_" explain Verdona.

"Okay! So much for sightseeing." sigh Tetra Arms.

"Doesn't matter. At the same time we fought foes, the same time we get to see the places and... Get to know each other." Looma smile timidly as she wrap her upper arms around Tetra Arms' neck. Tetra Arms just smile and continue guiding the ship to Planet Earth.

**Axle- And now we welcome our new team member, Princess Looma Red Wind.**

**Looma- Thank you Axle. I'm glad to be here and... be next to my Beloved.**

**Ben- You're so beautiful, Looma.**

**Looma- And you're so handsome, Benjamin.**

**Ben & Looma- I love you!**

**Gwen & Kevin- O_o**

**Axle- *sigh* Young love. **


	16. The Secret of the Omnitrix part 1

**Chapter 16: The Secret of The Omnitrix Part 1**

**Axle- Okay, we are going to space.**

**Kevin- Begin the chapter.**

**Disclaimer: I don't own any Ben 10 characters.**

It has pass a year after the _Gwen 10,000_ event and Ben 14 left Earth to go to Planet Anodyne. Gwen 10 and Kevin start traveling in space, looking for alien techs for the engine of Kevin's new car. One material required for the engine is located on Planet Khoros.

"We have arrive at Planet Khoros, home of the Tetramands." said Kevin as he pilot the Plumber's ship.

"Wow, the home planet of Four Arms! It looks like Mars." said Gwen in awe. As they land, Kevin check the oxygen of the planet.

"Okay, it's safe to step outside Gwen." smile Kevin. He open the door and they step outside. They enter the market area and they talk to one of the Tetramand.

"Excuse me, do you have the Nitro Pump 29-Z?" ask Kevin.

"Yes, I do." smile the Tetramand.

"Yes! Now we can build your car, Kevin!" chimed Gwen.

"Kevin?! Is your name Kevin 11?!" ask the Tetramand.

"Uh...yes?" said Kevin.

"Sound the alarm! The monster Kevin 11 is back!" panicked the Tetramand as he ran away.

"Kevin, why they know your name?" ask Gwen.

"Ah! I remember! I rampaged here when I was Kevin 11!" gasped Kevin. He start walking away but Gwen stop him by grabbing his hand and yank him back.

"Come on, Kevin. It pass a year and you're no longer a monster. Everything is alright." smile Gwen as she hold his hand. But they got surrounded by Tetramand guards.

"Halt, monster!" order guard #1

"Wait wait! I'm not the same I was before- OW!" Kevin got zapped by the Tetramand guard #2's energy staff.

"Kevin! Oh you guys ask for it!" growl Gwen as she press the Omnitrix core. She start glowing in green light.

Her arm's blood vessel become overflowing and travel up to her eyes. She shut her eyes than shot them open. She grew 12 feet tall, grew second pair of four-fingered arms, her skin turn red-violet & grew second pair of eyes under the main pair. She struck a pose and she wore the Omnitrix on her upper left shoulder.

"**Four Arms!**" shout the female Tetramand. The guards become surprised of seeing an Earthling girl transform into a Tetramand.

"Another Alien Changeling?!" gasped the Tetramand guard #3.

"Kevin, are you alright?" ask Four Arms.

"Yeah, I'm oka-" Kevin got hit by a dual-wielded hammer on the head. "No, I'm not okay." moan Kevin as he fell on the floor.

"So you decide to come back, monster? The freak who defeated me than turn me down because no one will love a 'freak' like me?!" growl Princess Looma.

"Love? Kevin, is there something you didn't tell me about?" ask Four Arms sweetly as she place her hands together and gave an innocent grin.

"Uh... I defeated her and, according to the custom of the Tetramand, she will marry those who manage to defeated her and I'm her ex-fiancé?" ask Kevin nervously.

"Oh, she's your fiancé, eh?" smile Four Arms than her happy expression change to angry expression as she instantly grab Kevin with one hand and hold him up at 12 feet so she gaze her four angry green eyes at Kevin's frighten brown eyes.

"YOU BACKSTABBING LADIES' MAN!" snapped Four Arms as she start shaking Kevin violently.

"N-No G-Gwen, that's n-not tru-e-e and d-didn't you hear me-e-e? I s-said EX-f-f-fiancé!" panicked Kevin.

"Princess Looma, that Tetramand woman is another Changeling." whisper the guard.

"What?" ask Looma.

"It's true. She just press the button on the same watch device as the Anodite boy has and, boom, she transform into a Tetramand." explain guard #2.

"Does it have a Galvan symbol like my fiancé's device?" ask Looma. They nodded. Looma than smile as she crosses her arms and chuckle.

"You, Tetramand with orange hair!" shout Looma.

"What?!" snapped Four Arms.

"Do you wield the Omnitrix?" ask Looma.

"Yes, why?" ask Four Arms.

"Please show me your true self." order Looma. Four Arms obliged her and morph back to her human self. "You're the kid Kevin mention before."

"He...mention me?" blushed Gwen.

"Yeah, when I was battling him. He defeated me and won't accept the custom of my planet that he continue on killing me until some mysterious man took him. Now that I remember, weren't you a mixture parts of different aliens?" ask Looma.

"Yeah, like I said, I absorb the powers of the Omnitrix and I went crazy. Sorry for everything I did and I didn't mean to call you a 'freak'." apologized Kevin.

"It's okay. Unlike my father, I learned that the Osmosian will go wild if they absorb energy." smile Looma. "Anyway, I'm training for my big rematch for my sweet beloved Anodite boy."

"What's the lucky guy's name?" ask Gwen.

"A young Anodite boy named Ben Tennyson. He came here to test his powers of the Anodite. We fought equally but he defeated me. But guess what, he apologized me for hurting me too far and promise me to return 4 years from now to have rematch & if he win again, we will get married! And let me tell you something: he's so cute, noble and a gentleman!" blush Looma.

"Ben Tennyson? Ben 14? Cocky and obsessed fan of Sumo Slammer? Our Ben?" ask Gwen in shock.

"Yeah, that's him. Why, you know him?" ask Looma.

"He's my cousin." answer Gwen.

"Oh then, in his honor, allow me to show you around the city. Guards, tell everyone Kevin 11 has lost his insanity and revert back to non-threat level." order Looma.

"Yes your highness!" obliged the guards.

After 3 hours of tour, Looma gave Gwen & Kevin the money for the parts they're looking for.

"If you pass by Planet Anodyne, say hello to Ben for me." smile Looma.

"Will do." said Gwen. Than a ship land in the desert and coming out of the ship is none other than...**Dr. Animo!**

"Who is that man?!" growl Looma.

"I, Dr. Animo, came here to get my revenge on you! Gwen Tennyson, you will pay for interrupting my plan again!" growl Dr. Animo as a giant hornet, mosquito and cockroach emerge from his ship, which it was a stolen Plumber ship. The last mutant creature is a praying mantis carrying a device and place it next to Dr. Animo.

"What are those creatures?!" exclaim Looma.

"Insect creatures from our planet, except that crazy old man mutated them." frown Gwen.

"I, Dr. Animo, has created the DNA bomb, which will de-evolutionize the planet's inhabitant into their pathetic form!" laugh Dr. Animo.

"De-evolutionize?" ask Gwen & Kevin.

"If that bomb goes off, we Tetramand will lose our super-strength and our second pair of arms." said Looma petrafied.

"Then I'll stop them as..." Gwen slam the Omnitrix core and she exploded in bright green light. The light subsided and Gwen emerge as... "**Frostblight!**" shout Frostblight. She inhale deeply and breathe a blast of ice, creating a path of ice so she can ice-skate across the ice slide. She start dancing around, evading the mutant monsters as she breathe her ice breath and turn Animo's pets into a block of ice, including Kevin's ship, which was parked next to Animo's stolen ship.

"My ship..." whimper Kevin as he saw his ship become a block of ice.

"NO! My pets!" gasped Dr. Animo.

"Time to overload the bomb!" Frostblight jump toward and slap the Omnitrix symbol. She morph into...

"**Grey Matter!**" shout the little orange-haired Galvan as she land on the DNA Bomb and rigged the system. The DNA bomb exploded and the wave went through and damage the Omnitrix. The DNA wave travel through everyone and nothing happen.

"My DNA bomb! You ruined it! Gwen Tennyson, curse you and all of your heroism!" shout Dr. Animo before Grey Matter knock him out with a kick on the face. After they call the Plumbers and arrested Dr. Animo when they arrive, Kevin bought some foods from the markets and the parts they're looking for, Gwen's Omnitrix start glowing and release a sudden energy burst, sending her flying backward but Kevin caught her.

"Gwen, what happen?" ask Kevin.

"I don't know." said Gwen as she try to recover.

"Excuse me, but is orange a good sign?" ask Looma as she point at the Omnitrix. The symbol is flashing orange and is making a beep sound like a timer.

"We should better call my grandpa." suggest Gwen.

"No need." said a mysterious figure. Gwen, Kevin and Looma turn around and saw a bulked armored man. Gwen recognized him.

"Tetrax Shard?!" ask Gwen. Tetrax remove his helmet and smile.

"Yes. Nice to see you too, Gwen 10. Like I said, there's no need to call your grandfather cause _I_ know why the Omnitrix turn orange: It's in self-destruct mode." answer Tetrax.

"S-Self-destruct m-mode?!" stammer Gwen.

"Yes, I'm afraid." nodded Tetrax.

"How big is the explosion?" ask Gwen.

"It will not exploded and just kill you, Gwen. Once it's full charge with weeks or months, it will _destroy_ the entire galaxy!" said Kevin in a serious tone.

"What?!" exclaim Gwen.

"Our only hope to stop this destruction is to head for Planet Galvan Prime and find Azmuth. He's the only one who can abort the countdown since he created the Omnitrix. Come, I'll take you two to Planet Plant. One of the Plumber agent is retired there. She will help us find Galvan Prime." said Tetrax. Tetrax & Kevin start-up Tetrax's ship and was about to take off until someone is knocking the hatch.

"Nobody's home." joked Kevin.

"Who is it?" ask Gwen as she open the hatch. It's Princess Looma. "Looma, what's wrong?"

"Take this device." she said as she gave them a capsule-like device. "It's an emergency beacon. In case you're in deep trouble, activate it and I'm sure the Plumbers or, us Tetramands, will intercept it and aid you." smile Looma.

"Thank you, Looma." smile Gwen as she took the beacon and close the hatch.

"Safe journey." Looma wave good-bye and left as Kevin activate the hyperdrive and pinpoint the location of Planet Plant. They went into hyperspace once they exit Khoro's atmosphere.

-Planet Plant-

The ship exited out of the hyperspace and arrive at Planet Plant's orbit. They enter the atmosphere and enter the sky of Planet Plant.

"Huh... Neat place. They really live to its name." comment Kevin as they saw the Planet is filled with forest and meadows.

"Look, there's a village." Gwen point her finger at the village, 20 feet below. Tetrax lower the ship and park it.

"We have landed on Planet Plant. Please walk carefully to the exit and make sure you don't forget your supplies or girlfriends on this ship." said Kevin as he talk like the ship's captain over a PA.

"Heh-heh. I love it when you call me your girlfriend." smile Gwen as she kiss Kevin's cheek.

"You know, I didn't expect to see a Osmosian Hybrid such as you. You really cause damage to the galaxy and misused my kind's power." said Tetrax as he gave Kevin a cold shoulder.

"Tetrax! Enough!" growl Gwen and Tetrax got wide-eyed and sweat a bit when he saw Gwen's glare.

"L-Let's just get out and find the Plumber." stammer Tetrax.

"Should we check-"

"Kevin, the planet was filled with vegetation. So it's breathable." said Gwen as she open the door. Once they step outside, already the natives surrounded the ship. The natives look just like Blossom Rose. They all greet Tetrax, Gwen & Kevin.

"Welcome to Planet Plant, visitors!" chimed the young Plantosapien with sun flower "hair".

"Will you like some drink, dear?" ask the eldest Plantosapien.

"Please stay for a while." smile a 5-year old Plantosapien with a flower bud "hair".

"Wow, Blossom Rose's species." mutter Gwen in awe.

"Thank you ladies. We'll stay for a while but is there a Plantosapien who was a Plumber?" ask Tetrax.

"Plumber? Oh you mean my mom, Su'Flow? Yeah, she's in the village. Follow me!" chimed the little Plantosapien as she ran ahead. Tetrax, Kevin & Gwen follow her. As they walk through the village, Kevin look around him, seeing the Plantosapiens buying vegetables, planting seeds, etc. Gwen, however, kept gazing at her Omnitrix, which it's still beeping but slowly and deep. She wonder if she can still transform but her thought was interrupted by Kevin.

"Yo, Gwen? Are you okay?" ask Kevin.

"I'm okay." sigh Gwen. Suddenly there was a thunderous roar and everyone panicked. The woman shout 'Leafcutter' and bursting out of the forest is a giant praying-mantis-ant hybrid. It screech as it charge toward the Plantosapien..

"Run for your life!" scream the Plantosapien #1.

"Kevin, we must help them!" said Gwen.

"Okay, but don't use Blossom Rose. I think that thing is their predator!" said Kevin as he absorb the wood matter and gain wood-like skin. Gwen activate the Omnitrix and the core pop up. She press it and she start glowing in green light. She morph into...

"**Four Arms!**" shout Four Arms than grab Kevin and throw him like a missile. He ram his fists against **Leafcutter**. It shriek in pain than grab Kevin and start clipping him apart.

"Guys, little help here!" grunt Kevin.

"On it!" Tetrax thrust his hand and fire a series of crystal shards at the Leafcutter. It stab it repeatedly but it continue to crush Kevin and was about to bite until Kevin absorb the shard's matter, gaining crystal skin. The Leafcutter bite Kevin than scream in pain as its teeth was shattered by chewing the crystal hide. Kevin broke free, land on his feet and shoulder charge the beast's leg, forcing it to fall on its face.

"Take this!" grunt Tetrax as he lift his hands up slowly and three giant crystal shards emerge from the ground. He levitate them than toss them toward Leafcutter and Four Arms jump toward it, swing her fists down and shatter the crystal shards, sending rain of crystal shards down, impaling the beast while it shriek in pain.

"Light the torch!" shout Kevin. Four Arms land on the ground and press the Omnitrix symbol on her upper left shoulder. She morph into...

"Time to crank up the **Heat Blast!**" grin Heat Blast as she channel the flames into a concentrated fire-ball and toss at Leafcutter. It impacted it and burst into flames. It screech in pain as the flames burn its hide than drop dead. She change into **Battlefly** and spun her arms in circular motion, releasing burst of wind and blow out the fire than morph back into Gwen. Kevin dissolve his crystal form and gave her a love tap on her shoulder.

"Nice move." smirk Kevin.

"You're not so bad yourself." wink Gwen. Then everyone cheered and the girl who was leading them to the Plumber walk up to them.

"Wow! You guys defeated the Leafcutter so easily. And that was so cool, I mean, you turn into a Tetramand, throw the Osmosian at the monster, than the Petrosapien shoot crystal shards, he absorb it and beat him up, than the Petrosapien throw three giant crystal, than you shatter it into pieces that stab that monster, than you turn into Pyronite and roasted him! This is the best day of my life!" squeal the Plantosapien child.

"Uh...thanks. What's your name? My name is Gwen Tennyson and this is Kevin Leven & Tetrax Shard." smile Gwen.

"I'm Ma'Dow but call me by that cute Earthling name, Rosy." smile Rosy. "Come on, the Plumber is over there."

They arrive at the meadow and found a 24-year old Plantosapien with a sunflower "hair" watering the plants.

"Hey Mom!" shout Rosy as she run to her. **Su'Flow** turn her head and smile at her. **(Her name is almost like saying 'sunflower')**

"What is it, Rosy?" ask Su'Flow.

"A Petrosapien, a Osmosian and an Alien Changeling are looking for you! The Alien Changeling's wrist device have the Plumber's badge on it!" chimed Rosy.

"Petrosapien? Tetrax Shard is here?! Okay, bring him here!" said Su'Flow. Rosy brought Tetrax, Gwen and Kevin to her.

"Su'Flow... It's been a while since I left. You're still beautiful when we first met." sigh Tetrax.

"Nice to see you again, Tetrax. But I'm still angry with you." frown Su'Flow.

"I know and I-"

"You don't know how much I suffered of staying here, lying to my people while trying to take care of o-Who are these two?" ask Su'Flow as she notice Gwen and Kevin eavesdropping their conversation.

"I'm Kevin Ethan Leven, son of the former Magister Davin Leven." said Kevin.

"Former? What happen to your father?" ask Su'Flow.

"He's...dead." said Kevin slowly.

"Magister Leven got killed by Ragnarök." answer Tetrax.

"I'm sorry, I haven't heard. And you, young lady?"

"I'm Gwen Tennyson, granddaughter of Magister Tennyson." said Gwen.

"Ah, Max Tennyson. So he gain the Magister rank. He's a good Earthling. Is that what I think it is?"

"Yes, the Omnitrix. Azmuth built it to transform user into different alien species by fusing their DNA samples with the user's. It also have my DNA and yours." explain Tetrax.

"WHOA! You mean she can turn us?!" exclaim Rosy.

"Amazing. Azmuth really made some powerful device. So what brings you here?" ask Su'Flow.

"Tetrax told us you know where Galvan Prime is." answer Gwen.

"Yeah, I know where it is. But why?"

"A man named Dr. Animo created a DNA bomb. I disable it but the DNA wave damage the Omnitrix and activate the Omnitrix's self destruct program. And we believe Azmuth is the only one that can stop this." explain Gwen.

"Okay I will lead you there but I believe we have company." said Su'Flow. Gwen & Kevin look behind them and saw a large battleship in the sky. A pod fired from the ship and land in front of the heroes. The pod open up and Gwen & Kevin remain in shock as a giant figure emerge from the pod. He spoke in a raspy voice.

"Tennyson, we meet again!"

"VILGAX!?" exclaim Gwen.

**Axle- Part 1 ended**

**Gwen- How did he survive?!.**

**Kevin- Great, we're screw!**

**Axle- You guys can handle this, right?**

**Gwen & Kevin- ...**

**Axle- Chicken. Hey viewers, try to guess what Su'Flow was about to say before she change the subject.**


	17. The Secret of the Omnitrix part 2

**Chapter 17: The Secret of The Omnitrix Part 2**

**Axle- Prepare to meet new aliens and new foes**

**Kevin- Who is it?**

**Gwen- Yeah who?**

**Axle- I'm not telling.**

**Disclaimer: I don't own any Ben 10 characters.**

"VILGAX?!" gasped Gwen.

"Tennyson! Give me the OMNITRIX!" growl Vilgax.

"That device does not belong to you!" shout Tetrax as he charge toward Vilgax and throw his punch but Vilgax grab his fist, increase his powers by inserting the steroid pumps into his arms and crush his hand. "GYAH!" grunt Tetrax before Vilgax connect his punch against his face and sent him flying until he crash through the houses.

"TETRAX!" gasped Su'Flow.

"DADDY!" panicked Rosy.

"'Daddy'?" wonder Kevin.

"I should've known you were a Plumber, Tetrax! Now Tennyson, give me the Omnitrix!" growl Vilgax.

"Tell that to..." Gwen slam the Omnitrix core and she engulf in bright green light.

Her arm's blood vessel become overflowing and travel up to her eyes. She shut her eyes close than shot them open. Her hairs become long brown quills, grew spines and her body become covered in light brown fur. She spun once and strike a pose.

"**Needle Mouse!**" shout the Hedgesapien as she curl up into a ball and spin dash toward Vilgax but Vilgax grab her with one hand and halt her attack.

"Nice try!" chuckle Vilgax.

"Oh really?" ask Needle Mouse as she become covered in bright green light and she morph into...

"**Buzz Shock!** Heh heh heh!" giggle the mischievous Nosedeenian as she thrust her hands and fire a blast of lightning bolts.

"Graagh!" growl Vilgax as he stagger back than slam his fists against the ground, sending shockwave toward Buzz Shock but she turn into a surge of electricity and try to make fun of Vilgax by zapping his face but Vilgax grab her and throw her away. Vilgax charge toward Buzz Shock while she quickly press the Omnitrix symbol and morph into...

"**Fembot!**" shout the Vehicoid as she transform into motorcycle and speed away from Vilgax, power slide in 180º and charge toward Vilgax, blasting him with missiles and laser beams. Vilgax got flinched by the blasts but he resume his charge so Fembot transform into her 30-foot tall robot and land a powerful punch. Vilgax counter with his own punch and cause a powerful shockwave. Fembot continue punching Vilgax but he brush off the attacks and head butted her into the rocks. Tetrax recover and Su'Flow run to his side.

"Tetrax? Are you-"

"I'm okay. I have limited regeneration." grunt Tetrax as he regenerate his missing hand. Before he stand up, Kevin stand in front of him.

"Will you mind explain me why Rosy just called you 'Daddy'?" ask Kevin.

"Now it's not the time!" said Tetrax as he create a crystal shard and give it to Kevin, who absorb its matter and gain crystal skin. He morph his hand into a mace and join with Tetrax to attack Vilgax. Vilgax try to grab Fembot's Omnitrix symbol to transform her back but Tetrax blast him with a barrage of crystal shards than, while he's distracted, Kevin ram his mace against his face, knocking him down. Su'Flow slam her hands into ground and summons two vines that wrap around his body, than she bend her head forward and fire a barrage of solar energy bolts.

"GRAAHH! I had enough!" growl Vilgax as he snap free and stood back on his feet. Suddenly Vilgax's ship exploded from the sky and everyone stop their fight as they look up.

"What?! My ship- Who-" stammer Vilgax.

"That will be me." answer someone. Everyone look to the direction of voice and saw a mysterious figure wearing black armor, black gauntlets, violet boots and black-purple leather jacket. His face was covered in black-violet mask with two green eyes. Around his armor are purple tubes that are connected to his body. The tubes are linked to the center of his chest.

"Who are you?!" snapped Vilgax.

"I am **Ultimo**, the most powerful warrior of all multiverse! I came here to tear you apart, Vilgax." answer Ultimo with a sadistic grin under his mask. He remove a protection cap off his chest and reveal a Omnitrix symbol! **(A/N: It's colored black/purple)**

"The Omnitrix?!" exclaim everyone, including Vilgax.

"You're half-right. It's called the **Gigaomnimatrix** or **Gigatrix** for short. It contain 10,997 plus 3 more I manage to obtain here. I can transform into any alien forms at will. Observe!" shout Ultimo as he turn his Gigatrix clockwise, the core pop out and he slam it in. The Gigatrix release a burst of purple light and Ultimo's body start changing: his arms become bulky and his fingers sharp itself to point, four spikes grew out of his back and the mask show four vents.

"**Articguana!**" shout Ultimo.

"That's Articguana?!" wonder Kevin.

"He doesn't look like one but he share some parts of Articguana." said Fembot.

"Pathetic! I will destroy you first!" growl Vilgax as he charge toward Ultimo but he breathe a powerful ice-beam and turn Vilgax into a human ice figure.

"I told you, I'm here to tear you apart." He slam his fist against the Gigatrix again and release another bright purple light. He revert back to normal than he grew two blade-like overgrowth on the back of his arms and his boots morph into talons.

"**Kicking Hawk!**" chuckle Ultimo than he charge toward him and swing his arms wide. He zip pass Vilgax and skid to a halt. He stand firmly and revert back to normal. Vilgax suddenly got sliced into million pieces.

"He...killed Vilgax!" gasp Tetrax.

"Incredible..." mutter Fembot.

"Now it's your turn, Gwendolyn Tennyson!" grin Ultimo as he walk toward Fembot.

"How did-"

"Oh, I know everything about you, Gwendolyn. But I'll shall be the only one, TRUE Gwen 10!" growl Ultimo.

"What? Are you-" Before Fembot answer, Ultimo remove his mask and reveal himself as...

"GWEN?!" exclaim Kevin, Tetrax and Su'Flow.

"Exactly!" grin Ultimo. "And it's nice to see my husband's young self."

"H-Husband?!" exclaim Kevin & Fembot as they gaze each other.

"Yes, I realize how powerful Kevin 11,000 has become so I want the taste of that powers. However, the Omnitrix was unable to withstand so much power so, using the intelligent mind of **Grey Matter**, I create the Gigatrix so I can gain massive powers without transforming into an alien. Together, Kevin & I becomes **Khaos** & **Ultimo** and we destroyed my pathetic cousin, **Ben 10,000** and his wife, **Kai Green**. However their children, named after his cousin and me, **Ken and Gwendolyn Tennyson** fled using **Eon**'s power. I start chasing after them until I found you guys so I decide to get rid of you first. My husband decides to head for another timeline to kill the second **Ben 10,000**, just in case." grin Ultimo.

"Let's see if you can when you face..." Fembot press the Omnitrix symbol and morph into...

"**Battlefly!** Oh man, I mean **ConquerFrog!**" moan ConquerFrog as she realize she mistransformed. She leap toward Ultimo and kick her into the boulder hard. Ultimo shook off the attack and slam her Gigatrix core. She engulf in bright purple light and her arms become bulked again but she also grew larger and her hands become metal claws.

"**Armodrillo**!" shout Ultimo as she slam her hands against the ground and unleash a powerful tremor. ConquerFrog jump up and shoot her tongue out & wrapped around Ultimo's neck. However, Ultimo grab her tongue and gave a devilish grin.

"Not so tough now that I got your tongue?" grin Ultimo.

"Oh...man... Lat...ghoo! Lat ghoo, ribbit!" croak ConquerFrog. Ultimo yank her toward her and slam her against the rocks.

"Gwen!" growl Kevin as he attack Ultimo but she grab Kevin and slam him into the ground. Than she sit on Kevin's back and she gave a seductive grin.

"I'll give you the same love I gave to my husband when we were training." said Ultimo. Kevin become very scared and start sweating. Ultimo place her fist on Kevin's head and she start vibrating her arm like a jack hammer. Her attack start vibrating Kevin's body that it's hurting him badly.

"O-o-o-o-o-w-w-w!" groan Kevin.

"Ooh, that's the same satisfying response my husband gave me!" sigh Ultimo. "What else shall I hit?" wonder Ultimo. Kevin quickly roll forward and Ultimo fell on her butt. Kevin morph his hand into a hammer and slam her face but no damages.

"N-No way!" gasped Kevin.

"That shall cause you an extra pain." smile Ultimo as she slam her fist against her Gigatrix core. She release another pulse of purple light than she revert to normal and her mask now have head-phones.

"**Echo-Echo!** YYAAAAAHHH!" scream Ultimo and her sonic scream gave Kevin extreme pain since he gain crystal skin of a Petrosapien. Before she resume her attacks, Tetrax grab her and toss her away. She backflip and land on her feet.

"**Wall of Sound!**" she scream and fire a mega-sonic blast and knock Tetrax unconscious as well as giving him huge damages.

"Tetrax! NO!" scream Su'Flow.

"Ugh..." groan Gwen as she woke up and look at her Omnitrix. It's still pulsing orange but it gave a beep to tell her it's now active. She press the button and start rotating the ring dial until she found her desired form. "This will do!" smile Gwen as she slam the core down.

A bright green light was seen from the hole than the boulder exploded into pieces. Ultimo stop what she's doing and check what was that explosion. There was a huge firewall surrounding the area Gwen was than a huge fireball was shot from the firewall and blast Ultimo away. Emerging from the flame is an alien that resemble a fox. She have flame marks on her paws, waist and tail. She wore the same uniform as ConquerFrog's and wore the Omnitrix symbol on her right paw.

"Whoa! This new alien pack a fire power! Prepare to face **Fire Fox!**" grin Fire Fox in Austria accent.

"Grah!" roar Ultimo as she burst out of the ground. She reverted so she slam the Gigatrix core again. Nothing change after the flash of purple light.

"**Diamond Head!**" boomed Ultimo than she thrust her hands forward and fire a barrage of crystal shards. It made contacted and exploded, sending dust in the air. The dust was cleared out when Fire Fox swing her arm.

"Nice try, fool!" grin Fire Fox than she charge toward Ultimo. Ultimo slam her hands against the ground and summons a huge field of crystal shards. Fire Fox evade and jump every crystal fields as she approach more closer to Ultimo. Ultimo create two super giant-sized crystal shards and throw them at Fire Fox. She quickly land on one shard, run across on four than jump to the next one. She repeat the progress with the second shard than she jump forward and tackle Ultimo. She bit her arm and start chewing her arm.

"Gah! Let go, you stupid animal! Let go!" growl Ultimo. Fire Fox notice Ultimo's hand start glowing so she open her mouth and blast her with a powerful fire breath while propelling herself up. She somersault forward, land on the ground, made 180º turn and blast Ultimo with another fire breath.

"Argh... Huh?!" Ultimo look up and saw Fire Fox holding a giant boulder.

"You are terminated!" joked Fire Fox as she slam the boulder on Ultimo. She land on the rock and morph back into Gwen. "It's hero time!" smile Gwen.

"Su'Flow, Tetrax and Gwen, we must head back to the ship and find Azmuth before she wake up!" shout Kevin. Su'Flow carry Tetrax to the ship and Gwen follow. She couldn't find Rosy but Su'Flow said she sent her home when Ultimo killed Vilgax. They enter the ship and quickly enter hyperspace after they exit the planet.

-Planet Pissciss-

They arrive from hyperspace, enter the planet's atmosphere and dive underwater. As they travel underwater, Kevin turn off the ship.

"Kevin? What are you doing?!" ask Gwen.

"I'm not moving this ship until Tetrax and Su'Flow tell us something we didn't know!" growl Kevin as he cross his arms.

"Why?!" ask Gwen.

"We have a stowaway here." frown Kevin as he brought Rosy in, which surprised Tetrax and Su'Flow.

"Ma'Dow!?" gasped Tetrax and Su'Flow.

"Hi." smile Rosy.

"But why, Kevin?" ask Gwen again.

"STOP ASKING WHY, GWEN! TETRAX IS HIDING SOMETHING FROM US AND WE ARRIVE ON THIS BACKWATER PLANET INSTEAD OF PLANET GALVAN PRIME! I DEMAND AN ANSWER!" shout Kevin in anger that Gwen gave him a slap across his cheek.

"Don't you ever, ever yell at me!" snapped Gwen. Both Kevin and Gwen exchange death glare at each other, with Kevin's arm already covered in metal and Gwen ready to press the Omnitrix core.

"Make you move, Gwen!" growl Kevin as he ready his punch.

"I will hurt you bad, Kevin!" hiss Gwen.

"ENOUGH!" scream Rosy. Kevin & Gwen look at her and she was crying. "Why you two start fighting each other? We should working together, just like my Mommy and Daddy once did. I always hate Daddy because my Mommy told me he abandon us but I dream for so long to finally meet my Daddy and now..now everyone start fighting and hating each other! It's not fair!" cried Rosy heavily than Su'Flow hug her to comfort her. Kevin and Gwen look at each and exchange sad expression. Gwen lower her arms and the Omnitrix core return to its normal position & Kevin shook her hand to dissolve the metal from his arm.

"I-I'm sorry for yelling at you, Gwen." sigh Kevin.

"And I'm sorry for slapping your cheek." said Gwen as she hold Kevin's hands and give him a sad smile.

"Kevin is right. I own them an explanation." said Tetrax as he stand up from his seat. He clear his throat as everyone sit down and listen.

"I was a Plumber. Well, used to. I met Su'Flow during our mission and... we begin to fall in love and got married. She got pregnant so we retired for a while and, 5 months later, Ma'Dow was born. However, the Plantosapien's life cycle said they reproduce asexuality by absorbing pollens in the sacred place than spawn a seed from their... ahem... Anyway, I broke their sacred life cycle so I was forced to abandon them and I never get the chance to spend time with my daughter. I become a bounty hunter to continue helping the Plumbers unnoticeably." explain Tetrax.

"Oh." reply Gwen and Kevin as they now understand.

"But than why you help Vilgax?!" as Su'Flow bitterly.

"I didn't. I was sent to retrieve the Omnitrix and prevent Vilgax from getting his hands on it. To not be suspected, I pose as a hired bounty hunter looking for money." answer Tetrax.

"Oh... and that's why you lefted? Why didn't you tell me?" ask Su'Flow.

"Your mother threatens to kill me as she show me the sonic vibration device you store away. I may be durable and powerful but sonic vibration are my kind's weakness. But once this is all over... I'll return to my home planet, Petropia." said Tetrax.

"NO! Stay with me, Daddy! I want you to play me, tell me stories, teach me how to use my special powers and then you can come with Mommy and I to have fun on, what you Earthling called, amusement parks on Earth!" smile Rosy. Tetrax look at his daughter than at Su'Flow. She was about to cry but she manage to hold it back.

"I'll think about it." smile Tetrax as he pat Rosy's rose bud "hair".

"Okay, one more question: Why are we in this water planet?" ask Kevin.

"While I was scanning the DNA signature of Azmuth, I found out he was here, under the ocean surface of planet Piscciss. However we must find the city of Piscciss Volann so they can tell us exactly where he is." answer Tetrax.

"Than let's go." smile Kevin as he turn the ship back and resume guiding the ship across the underwater canyons. They discover a group of large golden bubbles with cities inside. They enter through the bubble barrier and land the ship. Gwen & Kevin exit the ship while the trio stay behind. However, Rosy wants to go with them as she want her parents have a private talk.

**(A/N: Male Piscciss Volann, as you already know, have one angler while the female have two anglers. Mermaid doesn't have anglers because she's 11-year-old)**

While Kevin & Gwen talk to different Piscciss Volanns for the whereabout of Azmuth, They saw something that surprised them. A female "Vilgax" walking through the town. Kevin & Gwen prepare themselves to attack until they fainted **(anime-style)** in shock when they saw Rosy walk up to her.

"Hello, Miss! Can you tell where is Azmuth?" ask Rosy.

"Yes, I know where he is, little one. He's having a meeting with **King Jaws** & **Queen Ursula** about the missing Galvan technology they lost, thanks to that brute monster from the abyss. Why?" ask the female "Vilgax", whose species are known as Chimera Sui Generis.

"My friends need a little help from him. You see, her Omnitrix was in self-destruct mode and it will blow up if not stopped." smile Rosy.

"What?! Omnitrix?! Self-destruct?!" exclaim the Chimera Sui Generis. "Let me see it!"

Gwen & Kevin walk up to her and introduce themselves.

"I'm Gwen Tennyson and this is Kevin Leven. I found the Omnitrix and-" After long explanation, "So we're hoping he might help." said Gwen.

"Well, I'm Azmuth's assistant and I helped him built the Omnitrix but he's the one who install that program so I'll let him know. Oh and by the way, I'm **Myaxx!**" smile Myaxx as she walk away.

As they wait, the explosion was heard and smoke erupted from the city. Gwen, Kevin & Rosy look behind them and saw the explosion. The guards try to check what cause the explosion but two fireballs blast them away. Then a mysterious attacker emerge from the flames.

"Ultimo!" gasped the trio.

"Gwen 10 & Kevin 11... and the little one. Prepare to die!" laugh Ultimo as she ignite her arms in flames and throw a huge fireball.

"Watch out!" shout Gwen as she step in front and slam the Omnitrix core. She morph into...

"**Frostblight!**" shout Frostblight than she quickly breathe ice blast and turn the fireball into vapor. She press the Omnitrix symbol and morph into...

"**Unitaur!**" shout Unitaur as she pull her horn out and morph into a lance.

"Heh-heh! So you wanna fight me that badly? Fine, meet my fury!" grin Ultimo as she turn the Gigatrix counterclockwise, the core pop out and she slam it in. She release a burst of purple light and her body gain increased muscular mass & she grew a long black claw on each hand.

"**RATH!**" roar Ultimo than both Ultimo & Unitaur charge toward each other and clash their weapon against each other.

-20 minutes earlier-

"Tetrax... I-"

"I'm so very sorry Su'Flow. I know how hard you struggle to raise our daughter in the outskirt of the village, being an outcast and all. If we haven't met, none of that would've happen to you." sigh Tetrax as he look away.

"If we haven't met, I will never know what true love is! I even gave birth to our daughter just like the Osmosian, Earthling and others for first time, yet I have to go through that pain! I was so angry that you left me alone, making me feel just like the rest, reproducing without a mate!" argue Su'Flow as she sheds tears.

"But-"

"I don't care what they did or how they treated you! We should've live together, at the Plumber base or Earth. I want to be next to...you... I love you." whimper Su'Flow as she start crying and cover her face with her hands. Tetrax place his finger under her chin and tilt her head so they face each other eye-to-eye.

"How I miss those words. I'm so sorry, Su'Flow. And I love you." smile Tetrax. They lend their head closer and closer until their lips met. They start kissing in deep passion as Tetrax wrap his arms around Su'Flow's waist while she wrapped her arms around his neck.

Suddenly their kiss was interrupted by an explosion.

"What was that?!" exclaim Su'Flow.

"Let's go!" said Tetrax as they exit out the ship.

"Take this!" Unitaur thrust her lance forward and fire a powerful energy ray, pushing Ultimo into the nearby building. Ultimo stood up and brush off the debris.

"Nice try, Gwen!" smirk Ultimo as she slam her claw into the ground and send powerful tremor, causing Unitaur fall off-balance and land on her butt. **(A/N: Seems to me Gwen always fell on her butt)**

"Ouchie!" cried Unitaur. Ultimo chuckle for a while than she slam her Gigatrix core. She retracted her claws and then grew a second pair of arms.

"**Four Arms!**" Ultimo charge toward Unitaur and ram her fists against her chin, sending her flying into the palace. Unitaur crash into the throne room where King Jaws and his wife and daughter are. King Jaws is more muscular than Ripjaws and wear golden armors & wield a trident while Queen Ursula wear beautiful armor with rare jewels and have two anglers tied together. Their daughter, **Princess Ariel**, look just like Mermaid except she too wear beautiful armor with gold, emerald and ruby seashells.

"Ow..." moan Unitaur as she morph back into Gwen.

"That's her, Azmuth. She possesses the Omnitrix." said Myaxx. An old Galvan wearing green/black robe observe Gwen and gaze at the Omnitrix.

"Abort Self Destruct 000-0 Abort." said Azmuth.

"SELF-DESTRUCT DEVICE ABORT!" said the AI than the Omnitrix turn back into green color.

"Whew, thanks, uh... Azmuth!" smile Gwen.

"I sent this prototype Omnitrix to Max for safe keeping but when Xylene said it strapped on you, I was less worried but nonetheless, I'll remove this." said Azmuth as he remove the main part of the Omnitrix.

"HEY! I need that part!" shout Gwen.

"I must equip the Omnitrix some protection so only the voice command activate the Self-Destruct Mode." scowl Azmuth as he take out his tool box and start fixing it.

"Don't worry, he'll fix it in a jiffy." smile Myaxx. Suddenly Kevin went flying in the palace, holding Rosy as he protect her from Ultimo's attack. Ultimo enter as she revert back to normal.

"Come on, my husband put up a better fight!" grin Ultimo.

"How dare you enter this palace?!" growl King Jaws.

"Ooh I'm scared!" mock Ultimo. Azmuth look at Ultimo and was shocked to see the Gigatrix.

"What kind of Omnitrix is that?!" ask Azmuth.

"It's my invention, the Gigaomnitrix! And it's more better than yours, Azmuth. Now who should I kill? Azmuth, Mylaxx, young me, my young husband, the Plantosapien or... Heh heh heh!" Ultimo slam her Gigatrix core and she burst into purple light. Her body release a burst of electricity and gain a lightning crest on her forehead.

"**Shocksquatch!**" grin Ultimo as she thrust her hands and ready to discharge lightning bolts at Princess Ariel.

"Stay away from my daughter!" growl King Jaws as he dart toward Ultimo but she land a electric-charged slap and send King Jaws into the wall.

"Jaws!" gasped Queen Ursula.

"DAD!" gasped Ariel.

"I'm gonna have a fried fish!" grin Ultimo. Suddenly a young male Piscciss Volann with short sharp fangs and less muscular than Ripjaws appear and grab her arm with his jaws. "ARRGH!" growl Ultimo.

"Hurt the Princess and I'll tear you apart!" growl the Piscciss Volann as he slam her against the wall.

"GYAH! That's it!" Ultimo slam the core in again and her teeth grew longer and sharper. She grew gills on her neck and grew two anglers. "**Mermaid!**" growl Ultimo as she lung toward the Piscciss Volann and land a massive bite on the latter.

"ARRGGH!" scream the Piscciss Volann.

"**MEGA-LO! **NOOOOO!" Ariel scream so loud that her sonic shrill blast Ultimo away but she land on the wall, causing the wall to crack by the landing. She reverted back to normal and was about to activate her Gigatrix again but Tetrax tackle her through the wall, crashing out the throne room and into the hallway. Tetrax pin Ultimo down and start punching her.

"Not so tough now, eh? You can't do nothing without your Gigatrix!" grunt Tetrax as he continue jabbing her.

"Fool! I'm more powerful than Gwen 10!" boomed Ultimo as she grab Tetrax's fist and she throw him aside. Tetrax crash hard on the wall and, before he recover, Ultimo dash toward Tetrax and land a powerful trust punch, sending him flying through the walls. Su'Flow arrive and fire a barrage of solar energy bolts at Ultimo but she withstand it and rip the pillar off than throw it at Su'Flow. She got hit and crash at the far end of the hallway. She dash toward the Plantosapien and ram her fist against her stomach, smashing out of the wall and into the next building.

"Ow... Sorry Gwen. I did my best but then she try to kill Rosy and I took the hit for her." grunt Kevin as he try to stand up.

"It's okay, Kevin. Azmuth, is it ready?" ask Gwen.

"Yes, it's ready but I demand an explanation! Who is that woman?" ask Azmuth.

"That's Ultimo, the evil version of me from the future, She came from nowhere and she easily killed Vilgax." answer Gwen.

"Vilgax's dead?! Now Vilgaxia lost their protector!" gasped Myaxx.

"What?! Vilgax try to conquer the galaxy!" growl Gwen.

"I know but he care for his people and his home world. Now with him gone, we are vulnerable for invaders." explain Myaxx.

"Than you have to stop her. Here!" Azmuth restore the Omnitrix and it turn back on.

"OMNITRIX ONLINE!" said the AI.

"Yes, I'm back in action!" smile Gwen.

"Here, try using this girl. If Ultimo can use all aliens in one body, than so can this one." smile Azmuth as he rotate the ring dial until it show a silhouette of a mechanoid-like being. Azmuth jump up and press the core down. Gwen's body release a bright green light.

Her arms convert into giant mechanical arms, her legs become bulked mecha-legs, her back grew four cable plugs and her upper body become mechanical torso. Her head become covered in battle mask and her green eyes shine through the black monitor-like visor. She wore the Omnitrix symbol on her forehead.

"**Grid Master!**" shout the mechanoid alien.

"Whoa!" exclaim the Royal Family and Kevin.

"Awesome!" smile Rosy.

Su'Flow try to stand up but she got smack by a metal pipe wielded by Ultimo. She start laughing evilly.

"Ha ha ha! How pathetic." grin Ultimo.

"Hey, Ultimo. Fight me!" shout Grid Master. Ultimo turn around and scoff.

"So you gain a new alien form. So what." Ultimo turn her Gigatrix clockwise, the core pop out and she slam it in. She exploded in purple light and her eyes now release lightning surge.

"**Buzz Shock!**" shout Ultimo as she thrust her hands forward and fire an electrical beam. Grid Master's Omnitrix symbol start glowing than her monitor-like face display a **Feed Back **icon. She extended her hands forward and absorb the electrical beam. "WHAT?!" gasped Ultimo.

"Right back at'cha!" smirk Grid Master as her face switch into Upgrade's eye and, using the added powers of the absorbed attack, unleash a powerful energy cannon.

"GAH!" scream Ultimo as she got blasted into the building. She immediately slam the Gigatrix core in and her armor grew a metal tail and create orbs on her feet. "**XLR8!**" growl Ultimo as she charge toward Grid Master at supersonic speed. Grid Master's face switch into **Four Arms** icon and ready her punch. When Ultimo was within the no-dodge zone, Grid Master swing an uppercut that ram Ultimo's chest so hard that she propelled up into the roof of the bubble, exit out of the city's barrier, burrow through the cavern, about 50 feet up, emerge out of the rocks and burst out of the ocean surface. She continue flying up until she recover and slap the Gigatrix. She release another burst of purple light and she grew four metal wings.

"**Big Chill****!** Damn you Gwen Tennyson! DAMN YOU ALL!" roar Ultimo. Suddenly the ocean start bubbling in rapid state. As the foams become more bigger, a female To'kustar emerge from the ocean's depth.

"Good bye, Ultimo!" grin **Way Big** in Japanese accent as she cross her wrists together and fire a powerful cosmic ray. Ultimo failed to dodge and she got hit head-on.

"NNNOOOOOOOOOOOO!" scream Ultimo than she disappear, without a trace.

-Planet Earth-

"Now the Omnitrix's self destruct device has been aborted, I switch the Omnitrix to obey not only my voice, but Gwen's voice. Here's the voice commands." Azmuth gave a piece of paper to Max.

"Thank you, Azmuth." smile Max.

"Good-bye, Tetrax." smile Gwen & Kevin.

"Why do you say 'good-bye'? Su'Flow, Rosy & I are staying here on Bellwood." smile Tetrax.

"But how? The humans will freak out if they see you guys." ask Gwen.

"No worry, Gwen. We built this **ID Mask **which will give them Human appearance." smile Max as he show them a bronze mask with holes where their eyes and mouth goes. Tetrax, Su'Flow & Rosy wore the ID mask and they start glowing in bright light.

Tetrax now have brown-haired, short beard, and have muscular body, Su'Flow now have yellow/orange haired woman & Rosy now have short red hair with ponytail. Aside from that, they now have human forms. They were about to celebrate until they heard news about zombies attacking Bellwood.

"Looks like it's HERO TIME!" smile Gwen as she ready her Omnitrix with Grid Master form selected. Kevin gain green metal skin & the others armed themselves with weapons. They charge their way to the city's square to save the day again.

**Axle- Who likes these new aliens? I thank you one of you viewers for the idea of Fire Fox. Grid Master is my brother's idea and, while Feed Back is Ben's most favorite alien, Grid Master is Gwen's favorite alien.**

**Gwen- I LOOOOVVEEE GRID MASTER!**

**Kevin- So what's next?**

**Axle- I'm going to start Alien Force Saga so see you guys in the next 4 years. Bye!**

***I disappear in thin air***

**Gwen & Kevin- What?! He's gone!**

**Leave reviews!**


	18. The Return of Gwen 10 part 1

**Chapter 18: The Return of Gwen 10 Part 1**

**Axle- Hello Gwen. It's been what? 5 years?**

**Gwen- You haven't change a bit, Axle.**

**Axle- I'm a writer, okay? Begin chapter. BTW I know you viewers are waiting for new chapters of my other fanfics but my brother advise me to work one fanfic at the time, so I'll continue with this fanfic than once I finished, I'll continue with the other.**

**Disclaimer: I don't own Ben 10 characters.**

It has pass 5 years after Gwen defeated Ultimo and finally remove the Omnitrix. Gwen, now at age 15, enjoy her teen years on Bellwood high school and ace all of her classes. Gwen look the same when she was 10, except her bang is longer and she wear a dark/light blue patterned skirt. She had blue earrings and wear glasses.

During her cheerleading practice, she went to the girl's locker room by herself to change. Once she's back to her clothes, she felt like someone is behind her. Coming out of the shadow is a big alien with sharp claws and his head have one eye, tentacles sticking out of its mouth and exposed brain. He swung his claw and Gwen quickly duck and step away from the alien.

"Who are you?!" ask Gwen.

"Raarrr." growl the alien.

"Fine then, it's hero time!" shout Gwen as she slap her hand on her left wrist. Nothing happens and she look at her left wrist. She completely forgot: she removed the Omnitrix long ago! "Oh man, I forgot! Yikes." yelp Gwen as she evade the alien's claws. She quickly sweep the alien off his feet than she quickly ran to the exit.

Once she arrive home, she ran up to her room and open her closet. She found a shoe box, open it up and found the Omnitrix. She pick it up and gaze at it.

"It's been a long time since I played hero. I wonder if it's still work." wonder Gwen. She wore it on and slap the Omnitrix core. It let out a bright green light than faded.

"Huh? Come on! Work!" Gwen argue as she rapidly slap the core like 5 times. Than the Omnitrix start flashing dark blue.

"SCANNING DNA... DNA UNKNOWN! PLEASE IDENTIFY YOURSELF!" ask the female AI.

"Oh, the Omnitrix still have the ID of my 10-year-old self. Ahem! My name is Gwendolyn Teenyson, my favorite flower is yellow flower, my boyfriend is Kevin Ethan Leven and I have claustrophobia." said Gwen.

"ID CONFIRMED! BEGIN RECALIBRATION!" said the AI.

"recalibration?" ask Gwen. Suddenly the Omnitrix ring dial start spinning at high-speed and the Omnitrix start emanating a bright green light. The Omnitrix start changing form, becoming a green wristwatch with the Omnitrix core. "Whoa, the Omnitrix change form!" said Gwen in awe. Than she heard her mother screaming. She ran down to the stair and saw her mother being attacked by the same alien that attack her in the gym.

"Mom!" exclaim Gwen.

"Gwen, call 911!" plead Gwen's Mom.

"Rarr... Gwen...Tennyson! Wielder of the Omnitrix!" hiss the alien.

"How did that monster know your name?!" stammer Gwen's Mom.

"You knew I have the Omnitrix, eh? Than prepare to be defeated by Gwen 10!" grin Gwen as she activate the Omnitrix. The core pop up and display a hologram of a humanoid plant with spiked hair. "I don't remember this girl." wonder Gwen.

"Gwen, stop fooling around with the watch and call-"

"IT'S HERO TIME!" Gwen press the Omnitrix core down and release a bright light.

A green sphere travel through her bloodstream. Gwen become a silhouette with green highlight and float in mid-air. Her cells start pulsing as her DNA merge with an alien DNA. Her arms become covered in vines than her body and finally her head. She become a humanoid plant like alien that has an overall green and black colored mostly with a flame-patterned head and root-like feet seemingly holding rocks. She had blue petals on her head and shoulders. She wore the Omnitrix symbol beneath her breasts.

"**Swampfire!**" shout the alien with very stuffy voice. "*sniff sniff* Ew! What's that smell!?" complain Swampfire than she sniff her armpit twice. She sniff her armpit one more time than she blush. "Oh, that was me."

"G-G-Gwen?! You...You..." stammer Gwen's Mom.

"RAGH!" growl the alien as he dart toward Swampfire but she land a thrust punch and send the alien out of the house through the open door. She step outside and face the alien but he's gone.

"He disappeared..." grumble Swampfire. Than she went back inside. "Mom, are you okay?" ask Swampfire.

"Gwen, since when you're a plant-like monster?!" ask Gwen's Mom.

"This is my alien form, Mom. I found this watch during my summer vacation with Grandpa Max and Cousin Ben five years ago." explain Swampfire.

"Gwen, does that mean you stay as an alien forever?! That means I have to water you day after day and-"

"Mom, I can morph back to normal." scoff Swampfire as she morph back into Gwen. Gwen's Mom fainted and Gwen shook her head.

After she calm her mother and put her to bed, Gwen look at her Omnitrix.

"I'm not gonna take this off again." smile Gwen. She sat on her bed in her bedroom and dial her cellphone. She held her cellphone on her right ear and wait for someone to answer.

"*click* _Hello?_" ask the voice over the phone.

"Hi Kevin! How are you, handsome?" ask Gwen as she start twirling her hair.

"_Oh great, I'm working on part-time at Auto Parts. And what about you, my sweet angel?_" ask Kevin.

"Sweet angel? Gosh that's so sweet! I'm fine!" said Gwen.

"_Sooo...What's up?_" ask Kevin again.

"Can you meet me at Mr. Smoothy? I want to tell you something important." said Gwen.

"_Okay._" said Kevin

-Mr. Smoothy-

Gwen wait for Kevin at the restaurant. Than a 16-year old teenager with long black hair wearing black torn T-shirt with grey inner shirt, blue pants and wear a metal collar that have the number 11 imprinted on the center. He greet Gwen in a serious tone.

"Hey Gwen." smile the teen.

"Kevin, what's with the 11?" giggle Gwen.

"I don't know. You're Gwen 10 so I kinda used to the name 'Kevin 11', even though I'm not a twisted monster anymore." shrugged Kevin. "So what is it you want to talk about?

"Take a look at my Omnitrix." Gwen show Kevin her Omnitrix.

"Whoa, what did you do?" ask Kevin.

"I don't know, I just wear it again and it just 'recalibrated'." shrugged Gwen.

"Huh. But why you wear your Omnitrix again?"

"Because some alien I never seen before attacked me at school and I ran back to my house to find the Omnitrix, wear it and transform into a new alien form. I chased him away but he vanished before I can finish him off." explain Gwen.

"Wait, does he look like an ugliest alien with one eye and tentacles sticking out of his mouth?" ask Kevin.

"Yeah, that's the one!" nodded Gwen.

"That sucker attack me too but I chased him away." scoff Kevin. "He even knew I was a Osmosian before I absorb the metal."

"Yeah and he knew I wield the Omnitrix and knew my name. We need to find Gra- We got companies." frown Gwen. Surrounding are more of the aliens that attacked them.

Kevin grab the pipe and absorb the metal. Gwen activate the Omnitrix and a hologram of an alien made of crystal with one eye appear. She press the core down and release a green light.

The green sphere travel through her bloodstream as Gwen become a green-highlight silhouette floating in mid-air. Her cells start pulsing as she merge with an alien DNA. Her body turns X-rayed and her rip cage stretch into durable rib cage and her skull change into crystal head and her eyes merge together into one eye. She grew six small crystal shards on her back and her body become covered in durable crystal.

"**Chromastone!**" shout the crystal alien. She wore the Omnitrix symbol on her chest.

"Whoa that's new!" said Kevin.

"Get ready, sweetheart!" said Chromastone. She throw two punches and defeat two of the aliens while Kevin grab two aliens' feet and hammer toss them at the others. Than came a large drone with large cannon. It fire an energy beam at Kevin & Chromastone but the latter step in front and take the hit. In the instant, Chromastone absorb the energy beam. It remind her of Feed Back so she quickly create an ultraviolet ray and fire it at the drone, blasting it apart. Once they all got defeated, Kevin & Chromastone start catching their breath.

"Whew, not bad Gwen." smile Kevin.

"You too, Kevin." chuckle Chromastone as she have Kevin a love tap, or a love punch as she knock Kevin down. "Ohmygosh, Kevin! I'm sorry!" gasped Chromastone as she morph back into Gwen and help Kevin up.

"Well, you still pack a wallop!" grunt Kevin as he smile. Gwen gave a soft smile and kiss Kevin softly. They break the kiss as they catch their breath.

"I can't remember the time we share this romantic moment without interruption." smile Gwen.

"That's because Ben is not around to mess it up." grin Kevin. Then they heard a voice singing.

"_Kevin and Gwen, sitting on the tree! K-I-S-S-I-N-G! First come love, then come marriage, than came a geeky baby in a baby carriage!_"

Kevin & Gwen got wide-eyed and exchange surprise expression.

"No... That can't be..." mutter Gwen.

"He's... No that's impossible!" said Kevin as he shook his head.

"It's possible, because Ben Tennyson has return to Bellwood!" chuckle the voice. They look up at the Mr. Smoothy sign and saw an alien with dark-blue skin and sky-blue flaming hair. He gave a mischievous grin as he jump off the sign and float down to ground.

"Ben?!" exclaim Gwen & Kevin.

"Well well, it's been 5 years since the last time I saw you." smile Ben. He start glowing brightly and morph back to his human self.

"Whoa, you've grown!" smile Gwen.

"I have info about these freaks you got defeated. They're **DNAliens**." said Ben as his voice change to a serious tone.

"DNAliens?" ask the duo.

"Actually they were creature called **Xenocyte**, a four-legged creature with one eye that grab its victims' face, such as humans, and turn them into DNAliens." explain Ben.

"What?! We were hurting innocent people?!" gasped Gwen.

"Don't worry, you're only hurting the Xenocyte, not the host." said Ben. "Come on, we got a mission."

"What's the mission?" ask Kevin.

"Grandpa Max is missing." answer Ben.

"Missing?!" gasped Gwen.

"Yep. After I finished my training, Grandma Verdona try to send telepathic message to Grandpa to let him know I'm coming home but he didn't respond and she got worried. So I came back here and find you two." explain Ben. "When these DNAlien appear, she realize they appear at the same time as the disappearance of Grandpa. So we need to prepare ourselves for a full-scale alien invasion."

"How, Ben?" ask Kevin.

"Simple, there are Plumber's Kids around Bellwood. Like you and me, they are Hybrids. You can't find them via their appearance, cause they're wearing ID mask to make them look human." said Ben.

"So how do we find them?" ask Gwen.

"I don't know yet but Grandma said there was an alien tech buried in the amusement pier so my fiancé went to look for it." answer Ben. "She forgot to wear the ID Mask." mutter Ben as he hold up the ID Mask.

"Your fiancé? Oh you mean Looma, right?" ask Gwen.

"Yep. Wait, you met her?" ask Ben.

"Yeah, we went to Khoros for some alien tech pieces." answer Gwen.

"Okay enough chit-chat. Let's go to the Rust Bucket." said Kevin.

"I thought the van was destroyed by Eon?" wonder Ben.

"Not _that_ Rust Bucket, my car." grin Kevin.

"Yeah, Kevin & I built with the alien techs we bought. We call it **The Rust Bucket II**." chimed Gwen.

The trio ride in the green with black stripe convertible car and speed off to the amusement pier. As they drive, Ben cross his arms and yawn.

"So slow... I prefer flying." yawn Ben.

"Than why don't you go Anodite and fly ahead." scoff Kevin.

"Fine by me." frown Ben as he start concentrating his mana but than a beeping sound was heard from the GPS.

"What was that?" ask Ben.

"Oh that's the alien tech/Plumber Badge tracker. You see, Kevin receive his dad's Plumber Badge and made this computer so we can detect others' Plumber Badges and/or alien techs. Cool, huh?" smile Gwen. Then three red dots appear on the screen and three mechanical horses zoom pass by.

"Whoa!" exclaim Kevin as he almost lose control and hit the brakes. The car stop and they recover from the sudden halt. "What was that?!" snapped Kevin.

"**Forever Knights!**" growl Ben.

"Who? You mean these guys who try to slice my guts open when the Omnitrix malfunction & he got stuck as **Grey Matter**?" ask Gwen with one eyebrow up.

"Yes. The Forever Knights are a group of humans who collected alien techs and use it to take over the world. They even slay innocent aliens. Come on, they're heading for the amusement pier for the alien tech!" said Ben. Kevin rev up the car and speed off to the amusement pier.

-Amusement Pier-

Once they arrive, they park the car and search around the area. They found the Knights and they notice them.

"Hey kids. What are you doing here?" ask Knight #1 in Old English accent.

"What are you looking for, Forever Knights." frown Ben.

"How did you know we're Forever Knight?!" exclaim Knight #2.

"Your leader had misuse the alien tech and had harm many innocent aliens. Now tell me, what are you doing here?" growl Ben as his fists become covered in blue energy and his eyes turn sky-blue glow.

"An alien?! Forever Knights, we have an alien vermin here. Let's slay him!" shout the Knights as they charge toward Ben. He just lift his fingers and they toss-up in the air. The Knights fell on the tents than came more knights. Kevin touch his car and absorb the metal, gaining green metal skin.

Gwen activate her Omnitrix and select the holograms. She found her first alien form and smile. She press it down and her body release a bright light, morphing into...

"**Swampfire!**" shout Swampfire.

"Gwen, that form is a **Methanosian**. They generate methane, which you can ignite from your palms to project fire. You also have clorokinesis." smile Ben as he simply extended his hand forward and fire several energy bolts at the knights and Kevin just morph his hand into a mace and ram it against the knights, knocking them out easily.

"Okay!" grin Swampfire as she thrust her hands forward and fire two flamethrowers at the knights, blasting them backward. She start running forward, jump up and fire her heat rays down, blasting the knights below her. She look around and chuckle. "If you can't stand the heat, get out of the swamp!" joked Swampfire as she morph back into Gwen.

"Nice one. My turn." Ben activate his Copytrix, select the hologram and press the core.

A blue sphere travel through his bloodstream. Ben become a blue-highlight silhouette floating in mid-air. His cells start pulsing as he merge with an alien DNA. His body turn X-rayed and his bones start changing; his feet stretched and now have two front toes & one back toe. His skull's eyes form a frown than gain green bug-like eyes. He become a humanoid moth with four large wings. He wrapped himself with his wings as coat with a hood.

"**Big Chill!** Everybody freeze!" shout Big Chill as he breathe a blast of ice-cold vapor, turning all the knights into block of ice. "Ha ha ha, I always wanted to say that!" chuckle Big Chill before he morph back into Ben.

"The alien tech is that way." said Kevin as he check the alien device tracker via his Plumber Badge. They continue walking until they arrive at the warehouse.

"It's seems the Forever Knights are looking for something in that building." smirk Ben.

"Than let's search-" before Gwen say anything, several knights went flying into the water. They look around the corner and saw an overweight Tetramand wearing dark and light green shirt with the Plumber Badge on his left chest battle the Knights but they can tell he's out of shape.

"Who are you?" ask Ben.

"I have no time to chat now! If you want to help, fend off these Knights while I search the warehouse!" grunt Tetramand as he head inside. The trio exchange nods and follow him. They found him fighting more knights. Ben & Gwen join while Kevin left, saying he'll bring the car. They stand next to Tetramand and Gwen & Ben press the cores and engulf in green light.

The green/blue spheres travel through their bloodstream. Gwen & Ben become green/blue-highlight silhouettes floating in mid-air. Their cells start pulsing as they merge with an alien DNA. Their bodies turn X-rayed and start transforming:

Ben's back become covered in armor, his arm gain armor and grew four metal claws. He gain two pumps on his elbows and his head become covered in armor with two small ears and visible green eyes.

Gwen's skull start melting down than her arm, along with the Omnitrix, melt away. She fell on the ground like a blob and a floating device appear and the blob spring up to its feet. It morph into a humanoid blob with green eyes and wore the Omnitrix symbol on her chest.

"**Armodrillo! / Goooop!**" shout the duo. The Tetramand become surprised.

"A Talpaedan and a Ploymorph?" wonder Tetramand.

"Ragh!" Armodrillo slam his fist against the ground and release a powerful shockwave, sending the knights flying away.

"Goop!" chimed Goop in a high-pitch voice that end with a static sound as she turn into a blob and crawl her way through the knights than tackle them down. The Knights stand up and retreated to their jet-propelled ship but a female Tetramand appear from the sky and land on the ship, destroying it in the instants. She glare at the knights and grin.

"Boo!" said the female Tetramand.

"YAAH!" panicked the Knights as they start running in the other direction. She giggle as she jump off the broken ship and walk toward Armodrillo, Goop and the Tetramand.

"Where were you, Looma?" ask Armodrillo as he morph back into Ben.

"Sorry, it's just that I never seen a, what you call, 'amusement park' before, so I stop for some snacks." smile Looma as she hold her lower arms behind her back and fiddle her fingers.

"Heh, I wish I did the same on your planet. Did I mention you're very cute and girlish when you're shy?" grin Ben.

"I am? G-Gosh, I never... I..." stammer Looma as her cheek turn violet and look away.

"You're so cute..." smile Ben as he hold her lower hand. They stay gazing each other's eyes until someone interrupted them.

"Ahem!" Goop clear her throat as she morph back into Gwen. Looma and Ben move away and look away as they blush **(Ben's cheek turn deep red while Looma's turn purple)**.

Than Kevin arrive with his car and parked his car. He step out of the driver seat.

"So what's your name?" ask Kevin.

"My name is **Gorvan**. As you already know, I'm a Plumber." answer Gorvan.

"What are they after?" ask Gwen.

"This." Gorvan show a device emanating green light.

"That's the plasma unit. One hot stuff that not even I should mess with." said Kevin.

"Yes, and I was collecting several important illegal alien techs before the **Highbreeds** get their claws on them." explain Gorvan.

"Highbreeds?!" ask Gwen.

"They're the aliens who control the DNAliens. They think they're the first alien to be created and are the purest, of course they have no proof. Because they kept their blood pured, they're dying and now they want everyone in the galaxy to die with them." scoff Ben.

"I must return to my base." said Gorvan.

"Then we'll come with you." smile Gwen.

"Uh...forget it." said Kevin. Gwen, Ben & Looma glare at Kevin. "What? There's no way I'm letting that behemoth total my car. Plus I don't trust him, even if he has the Plumber Badge." groan Kevin.

"We don't even trust _you_, Kevin." frown Ben.

"Beside, he know more about these Highbreeds and DNAliens. He might even help us find Grandpa Max." Gwen agree.

"Okay, but he should walk and same goes to your behemoth girlfriend!" grunt Kevin as he enter his driver seat.

"Listen Osmosian, do you think I came to Earth just to be rudely insulted!?" growl Looma but Ben stopped her by planting the ID Mask on her face. She start glowing in bright light then, as the light faded away, she appear as a black-haired human with golden-yellow eyes. She wore average Earthling clothes but still she land a powerful punch that dented the car's hood.

"My car!" exclaim Kevin.

"You're lucky she didn't turn your car into a pancake! Remember Kevin, never call a Tetramand girl 'behemoth' or 'fat'!" joked Ben.

"Grrr!" growl Kevin.

"He had a point there, Kevin. Don't worry, it's only a dent." smile Gwen.

"You're right... It's just a small dent, I can fix it..." said Kevin as he try to control himself. All four heroes follow Gorvan to his base.

-Hidden Plumber Base-

They arrive at the control room and they clamor in awe by the view. Gorvan explain the team that Highbreeds lost their home planet and came to Earth to terraformed into their version of Earth. They also create the army of DNAliens to collect tools for their needs. Than the monitor start flashing.

"What's that?" ask Gwen.

"It detect another component! It's in the Forever Knights' castle. You four should go there and retrieve it while I'll stay here and locate another component and monitor the Highbreeds' movement." said Gorvan.

"Sure no problem." smile Gwen.

-Forever Knight's Castle-

"Okay, we made it! Here's the plan: Ben & I shall sneak our way into the castle and open the bridge. Once the bridge is down, Kevin & Looma shall charge in and take out the Forever Knight. Than we gather up and continue our assualt until we find that alien tech. Got it?" ask Gwen.

"Okay." shrugged Kevin.

"Yeah, whatev!" grin Ben.

"Of course." smile Looma.

"Than let's go!" cheered Gwen as she ran off to the forest. Ben start levitating and follow her.

As they trek through the forest, Ben begin to wonder,

"Gwen, why are you wearing glasses?" ask Ben.

"I was study too much for my grade that my eyesight got a little sore." answer Gwen.

"As in terms, you got half-blind?" ask Ben again and Gwen nodded.

"So what about you? How's your training with Grandma Verdona?" ask Gwen.

"It was a piece of cake but I wanted to train harder so I can withstand my true form. After my training, I went to planet Khoros to fulfill my promise to Looma and I won again, but she really pack a punch." smile Ben.

"Than why you bring her to Earth?" ask Gwen with a sly grin.

"I want to do our custom: hang out and get to know each other." answer Ben.

"Does she found out you're obsessed with Sumo Slammer and sleep with your teddy bear, Fluffy Freddy?" grin Gwen.

"She notice it and she said she find Sumo Slammer awesome and a great warrior." smirk Ben.

"How did she know about that?" ask Gwen.

"She have her ship full of Earth magazines, comics and novel. She want to learn more about Earth before I take her there. And let me tell you something, Gwen: I don't sleep with Freddy no more. I'm a grown man!" smile Ben as he stand proudly on the mana platform. Suddenly they heard a noise and Ben look ahead. He saw something that scare the very soul of his body.

"EEEEEKKK!" scream Ben as he fell on the ground than start crawling away from something. "Get away! Get away!" panicked Ben.

"Oh come on, Ben! You're afraid of a little peacock?" Gwen cooed as she hold up a peacock. Ben look at the peacock in fear.

"Get rid of it!" whimper Ben. Unbeknownst to Ben, Gwen have her communicator on, which mean Kevin & Looma are listening.

"What's the matter, Benny? Baby peacock make you wet yourself?" ask Gwen in childish tone. The peacock open its tail feather, revealing its beautiful feathers...and its eye-like pattern that scare away predator. **(A/N: Ben thinks those are really peacock's extra eyes)**

"YAAAHH!" scream Ben and he trap the peacock in a mana bubble and throw it away into the bush.

"Ha ha ha ha! HA HA HA HA! G-Guys, did you catch all that?" ask Gwen as she broke down in laughter.

"_Yes, I did! Afraid of clowns _and_ peacocks! Priceless! Ha ha ha!_" laugh Kevin over the communicator. "_What- OW!_"

"_Stop laughing at Benjamin! He can't help it when that bird have 8 extra eyes on its tail!_" growl Looma.

"You're so dead, Gwen! And speaking of that, what's that on your hair, a spider?" grin Ben. Gwen's face turn blue and her smile change to a quivering frown as she start shaking in fear. The spider crawl on Gwen's face and start twitching her glasses.

"YYYYIIIEEE!" scream Gwen as she start running around in circle. "A spider! A spider! Get it off!" panicked Gwen as she dust herself rapidly and shook off the spider. Ben start laughing and grab the spider & throw away.

"Now we're even." smirk Ben as he walk ahead.

"Hmph!" scoff Gwen as she follow. However, due of their screaming, the Forever Knight found them in the forest.

"Hold it right there, kids! What are you doing in Forever Knights territory?!" ask the Knights.

"Nothing, except we're here to kick your butt!" grin Ben as he swing his arm and release a mana crescent blade, knocking the Knights off their feet. Gwen activate the Omnitrix, select her desired form until she selected a winged bird-like alien. She slam the Omnitrix core down and release a bright green light.

The green sphere travel through her bloodstream. Gwen became a green-highlight silhouette floating in mid-air. Her cells start pulsing as she merge with an alien DNA. Her body turn X-rayed and her feet stretched into hawk-like talons. Her fingers grew claws and her skull stretch into hawk-like skull. She gain greyish-black feather and grew wings on the back of each arm. She wore the Omnitrix symbol on her chest.

"**Raptor!**" screech the hawk-like alien in mature tone and she look at herself. "I wonder what she can do? *!?*" Raptor got wide-eyed as she hear multiple voices in her head.

"_Must prevent them from entering the castle!_"

"_I hope they won't find the secret entrance in the waterfall."_

"_I should've listen to my mother. I should've been a doctor instead of Forever Knight._"

"_I hope Mom and Dad don't mind if I bring Looma to my house and her being a Tetramand. Maybe I should buy her some make-up or something._"

"I can read minds in this form..." mutter Raptor.

"Earth to Gwen! Do something cause I got my hands full!" shout Ben as he throw multiple mana bolts at the Knights but they protect themselves with their shield than counter by firing their laser guns. Raptor quickly lift her hand in self-defense and all the laser bolts made a sudden halt before they hit them.

"I have telekinesis? That is so AWESOME!" cheered Raptor as she thrust her hand forward, sending the laser bolts right back at the Forever Knights and defeated them.

"Let's head for the waterfall." smile Raptor as she take off to the sky. Ben follow her via the mana platform for flight.

"Why the waterfall?" ask Ben.

"My alien form can read mind and I read one of Knights' thought about the secret entrance." answer Raptor. They arrive at the waterfall and Ben create a mana bubble around themselves, allowing them to go through the waterfall and located the secret entrance. Raptor morphs back into Gwen and they continue traveling through the caves until they arrive at the Forever Knights' Castle.

"Ben, open the gates while I'll keep an eye out." whisper Gwen.

"Sure, dweeb." chuckle Ben as he walk to the control room.

"Doofus." grin Gwen. Ben use his mana to grab two Knights and slam them against the roof. He press the button and lower the bridge.

"Finally." smile Kevin as he crack his knuckles. Looma was about to remove her ID Mask but Kevin stop her. "Not yet. Look." he point at the electrical gate and two Forever Knights went through the gate.

"Oh, the gate can electrocute anything except metal." said Looma. They walk toward two slackers who are chatting near the gate.

"So why do we use alien techs?" ask Knight #1.

"So we can slay any alien invaders, moron!" scoff Knight #2.

"Oh. I get it. Hey, what-" before he ask again, Kevin & Looma knock them out by surprise. Looma wear the Knight's armor while Kevin absorb its metal. They went through the gate and the Knights surround them.

"Halt! Put your hands in the air!" shout the Knights.

"That's for police, not Knights." laugh Kevin while Looma remove her helmet and put her hands up. Kevin pull her ID Mask off and the armor exploded as she transform into her true form.

"RRAAGGH!" roar Looma as she slam her fists against the ground and release a shockwave. The Knights went flying and Kevin knock some Knights away as he enter the castle.

"Gwen, go with Kevin. Me and Looma will rumble some Knights!" chuckle Ben as he jump down from the ledge and slam the Copytrix core. He become engulfed in bright blue light.

The blue sphere travel through his bloodstream. Ben become a blue-highlight silhouette floating in mid-air. His cells start pulsing as he merge with an alien DNA. His body turn X-rayed and his ribcage become durable, his back grew two large crystal shards and his head grew one crystal shard. His skull morphs into crystal head with wide mouth and green eyes. He now wear black uniform with green stripe, green sole on his boots and wore the Copytrix symbol on his blue/gold belt.

"**Diamond Shard!**" shout the Petrosapien as he perform a ground pound, knocking out the knights. Looma grab the gates and rip it open, than throw it at the Knights. When the Knights approach, Looma & Diamond Shard look at each other.

"Who do you want to smash?" ask Diamond Shard.

"Um... The ones with the lances." said Looma as she point her finger at them.

"Than I'll take the ones with guns." said Diamond Shard. Than a cold but amusing grin came across Looma's face.

"Benjamin, let's have a, what you Earthling call, bet: if I manage to knock out all the lance-wielding Knight first, you gave me that activity where an Earthling rub the female's back to relieve tension and stress." grin Looma.

"A massage?! Um... What if I manage to knock out all the gun-wielding Knights first?" ask Diamond Shard. Looma's grin grew wider and seductive.

"Okay..." said Diamond Shard as he sweat a bit and decide not to ask again. Than they both gave a running start and charge toward their targets. Looma jump up and crash on the ground, fists first, releasing a shockwave while Diamond Shard fire multiple crystal shards at the Knights and the laser bolts bounce off his crystal skin. Many Knights try to stop them but to no avail as Looma slam her hands through the ground and ripped the chunk of rock off than toss it at the Knights, knocking them down.

Diamond Shard land a rising uppercut than swing his arms down into the ground, perform a powerful ground pound. He grab two Knights and slam them against their comrades. The Knights are defeated and Looma knock down the last Knight.

"Ha! I win, Looma!" laugh Diamond Shard.

"Alright, fair 'n square. I'll buy you the Gold Sumo Slammer card." smile Looma.

"Wait, you said- Wait a sec, where did you get that bet idea?" ask Diamond Shard with a suspicious look.

"From that monitor you call TV." answer Looma. Diamond Shard stay gazing at Looma than they both burst out laughing.

"Guess I watch too much, huh?" ask Looma.

"Yep! Come on, let's clopper more Knights!" grin Diamond Shard as they ran through the castle.

Meanwhile, inside the castle, Kevin morph his hands into mace and sword & clash with the other Knights. More Knights arrive and Kevin yawn in boredom.

"Come on, you guys. Can't you give up?" ask Kevin.

"Than let me tag in!" smile Gwen, who is standing on the ledge. She slam the core and morph into...

"**Goop!**" shout Goop as she jump down and splash the Knights down. She stand up and look around. Kevin cross his arms and smile.

"I had everything under control." smile Kevin.

"Oh sure, than I'll be on my way." giggle Goop as she cross her arms and walk away.

"Thank you." bowed Kevin and turn around, only for Goop to tackle back and wrap her blob-like body around Kevin.

"Fool you! You know you're my man & I'm your girl." giggle Goop as she cuddle her face on Kevin.

"I feel like I fell into a giant bowl of jelly. You're pretty soft, you know." blush Kevin.

"Why thank you." giggle Goop as she cuddle around Kevin until she notice the elevator was blocked off by the same electric grid from the gate. She observe the big object and the hole in the floor. She let go of Kevin and morph back into Gwen.

"Kevin, that object should go to that hole." inform Gwen.

"Okay, I'll try it." Kevin grab the object and drag it to the hole. It fit perfectly and the grid was turn off. The two couple sneak their way through the castle, removing the security as they go. They arrive at the main security grid.

"Ben, where are you and Looma?" ask Gwen through the communicator.

"_We're located the component but it's on the other side of the wall. I could get to the other side but there are security grids._" answer Ben.

"Well, we're in the main security grid so stand by until we turn it off. Over." said Gwen. Than she slam the Omnitrix core and morph into...

"**Raptor!**" shout Raptor. "Kevin, I'll move the blocks into the holes so cover my back." order Raptor as she use her telekinesis to move the first block. The Knights barge in and was about to shoot Raptor but Kevin absorb the rock and morph his hand into a hammer. He slam his hammer against the ground, sending powerful tremor. The Knights recover and start shooting at Kevin but he made a running start and perform a shoulder charge, knocking all the Knights in his path while Raptor install two blocks already and now try to install the final block. The last Knight got defeated and Raptor install the final block, disabling the security grid.

"Done. Phew!" sigh Raptor as she wipe the sweat off her forehead.

"Ben, the grid will turn off shortly." said Kevin through the communicator.

"Yeah I see it turn off. Ben 14, over and out!" Ben activate his Copytrix and search for a perfect alien form. He stop to a hologram of a monkey with four arms and six eyes. He slam the core down and release a burst of blue light.

The blue sphere travel through his bloodstream. Ben become a blue-highlight silhouette floating in mid-air. His cells start pulsing as he merge with an alien DNA. His body turn X-rayed and both arms split into two. He grew two extra pair of eyes, one above his main pair and one below. Than he grew a tail.

"**Spider-Monkey!** Wow *make monkey noise* I still have him! Looma, wear your ID Mask." order Spider-Monkey.

"Why? Am I...fat?!" ask Looma in rage.

"Whoa whoa, I didn't say that! It's just that Spider-Monkey doesn't have the same strength as Tetramand's." answer Spider-Monkey.

"Oh. Sorry..." said Looma. She wear her ID Mask and morph into her human self. She crouch down and Spider-Monkey hold her tight as he fire a web line from his tail, anchored to the pole and reel him and Looma up to the wall. Looma saw there is water on the other side. She now understand; if she jump over the wall, she'll fall into the water and she can't swim since Khoros doesn't have lakes or beaches. Spider-Monkey continue web-swinging across the wall and they land near the cave. Suddenly they felt a rumble and emerging from the cave is a giant dragon.

"Oh man, that thing is huge! *make monkey noise*" exclaim Spider-Monkey.

"Don't worry, my beloved. I'll handle him!" grin Looma as she remove her ID Mask, become a Tetramand again, and she jump toward the dragon. The dragon saw her and belch a huge fireball. It exploded but Looma emerge undamaged and slam her fists across the dragon's muzzle. The dragon roar in rage and swing his claw at Looma but a webbing caught his claw and he can't move. The dragon pull Spider-Monkey in but he got smacked by Spider-Monkey's mule kick. He belch flamethrower like blast across the area and Spider-Monkey can't dodge so he slap the Omnitrix symbol and morph into...

"**Water Hazard!**" Water Hazard thrust his hands, fire two blast of water and put out the flames, creating steams that block out the view. Than Water Hazard heard a metal clang and a dragon roar in pain. As the steams subsided, Water Hazard saw Looma had ripped the dragon's right claw off. It have a chain attached to it and the claw emit electrical sparks.

"Hey, Benjamin! The Dragon is a machine!" smile Looma.

"But Looma, that Dragon was chained and now you freed him!" exclaim Water Hazard as he place his hands on the top of his head. And he's right, as the Dragon emerge from the steams and spread his wings than took off to the sky.

"Sorry..." sigh Looma as she hang her head down and hold her arms together. The dragon charge toward the duo and Water Hazard create a large mana-shaped slingshot. He jump toward it and land on the rubber, stretch it back than shoot himself to the sky like a rocket. Both the dragon and Water Hazard charge toward each other. The dragon open his mouth and belch a huge blast of fire & Water Hazard thrust his hands and fire a huge blast of water. Both attacks collided and emanated steams. Water Hazard continue firing his attack and the dragon ate him when he got too close. However, the dragon start roaring in pain and distorted as his body went short-circuit and he crash against the den. The dragon remain motionless than his stomach burst open by Water Hazard's punches. He walk out and pick up a component. He morph back into Ben and inform Gwen & Kevin that he found the component. He saw Looma is feeling glum so he walk up to her, levitate up to her face and place his finger under her chin. He tilt her head up and Ben can see she is crying as the tears stream down from her four golden eyes.

"Looma, what's wrong?" ask Ben.

"I broke him free... I'm not much of help, huh?" mutter Looma.

"No Looma! You were a big help. If you haven't broken his claw off, I wouldn't find out he's a machine and plan a quicker way to defeat him." said Ben with a serious tone as he stroke her cheek with his hand.

"Really? You mean it?" ask Looma as a small smile appear on her face. Ben kiss her forehead and smile.

"I mean it. Come on, let's go." said Ben.

-Plumber Base-

"Hey, Gorvan, here's another component and-" before Ben said anything, Gorvan rudely took the component from Ben's hand.

"Hey, that's a bit rude." frown Gwen.

"Sorry, I'm just desperate. I'll take it for safekeeping." said Gorvan after he apologized. He left to put away the component. While Gwen & Ben start chatting and Kevin polishing his car, Looma remain surprised of Ben giving her a kiss on her forehead and the way he stroke his hand on her cheek. Her face turn violet and gaze at Ben's body feature. He may not be a Tetramand, but his arms was slightly muscular and he have a charming smile that turn her Tetramand blood on fire. She really wanted to touch him, feel the smooth skin of the mammal boy, even if he's half-Anodite. Gwen went to the computer and check for the next location of the component.

Ben look at Looma and she look away. Ben smile as he never thought Looma was so beautiful and, even if she have red-skin, 12 feet tall, four eyes & four arms, she still have the figure of a woman. Her eyes, as he said before at age 11, was so beautiful and her skin was soft and smooth. He wish he can take her out for dinner, even if she was a Tetramand.

"Looma, come over!" shout Gwen. Looma start walking her way toward Gwen. Ben look at Looma than saw the way she sashay her sexy butt as she walk toward Gwen. His face turn bright red and smile deeply by the sight.

"Yo Ben. Ben? Ben!" shout Kevin. Since he's not listening, and notice Ben is staring at Looma's butt, Kevin grab a rock and throw it at Ben's leg.

"OW!" yelped Ben as he clutch his leg and hop on one foot. Gwen & Looma look over their shoulder to see what was that yelling. "Ow... What was that for?!" ask Ben in anger.

"Listen Lover Boy, I want you to look in the trunk of my car and get me a wrench." order Kevin. Ben scoff and walk to the Rust Bucket II and check the trunk for the wrench.

"As I was saying, the next component is at the military base. We're going to have difficult task since we're not allow to enter the base of the U.S. Army. So Ben & I should go there and sneak our way in the base. Kevin will just drive us there and, when we arrive, you stay with Kevin. Understand, Looma?" ask Gwen.

"I understood, just one question." said Looma.

"What is it?" ask Gwen.

"This word 'flirting', how can you tell if a guy is flirting you?" ask Looma.

"By many things but I'll give you the basic; you know what winking is, right?"

"Yeah?" ask Looma

"Well, if a guy gave you a wink, he's flirting you. And the other thing the guy use to flirt is... Slapping your butt-cheek." whisper Gwen.

"So if Ben slap my butt-cheek, he's flirting me?" ask Looma. Gwen nodded.

"You can do the same on Ben. Just try pinching his butt." smirk Gwen. Than she went to Ben, who gave Kevin the wrench.

"Ben, I located the next component, at the military base. Kevin, drive us there please?" ask Gwen.

"Sure, I finished toning the car." smile Kevin as he close the hood. They enter the car and Kevin drive them out of the base and head to the military base.

**Axle- Chapter finished and thank you viewer for giving me the idea of an alien with psychic powers and telepathy. Keeping bringing more idea!**

**Gwen- I lost my glasses. Has anyone seen it?**

**Ben- Not me.**

**Kevin- I don't know.**

**Axle- Looma have it.**

**Gwen- Oh it look good on you.**

**Looma- Yeah but I can't see anything except with my two other eyes!**

**Axle- I'll be surprised if Gwen start crawling on the floor searching for her glasses and shout "Jinkies!"**


	19. The Return of Gwen 10 part 2

**Chapter 19: The Return of Gwen 10 Part 2**

**Axle- Ben, what are you doing?**

**Ben- Huh? Uh... Nothing!**

**Axle- Uh-huh... Anyway begin the Chapter. Ben, who are you looking at?**

**Ben- N-No one...**

**Gwen- Soon we'll sing that song on Ben & Looma. *evil grin***

**Kevin- I can't wait! *evil grin***

**Disclaimer: I don't own any Ben 10 characters.**

Gwen's Team arrive at the military base. As they exit the car, Gwen & Ben head for the gate while Kevin and Looma (Human) wait in the Rust Bucket II.

"What you have there?" ask Kevin.

"Oh I have comic books, magazines and novels. I have an auto part magazine. You want it?" ask Looma.

"Sure!" smile Kevin as he grab it and start reading.

"Okay, Gwen, since you're smart, going through the underground base while I go through the surface." smile Ben as he ran ahead.

"Sure!' shrugged Gwen as she enter through the door nearby that lead underground.

As Ben walk across the surface, he notice many vehicles and tanks were destroyed and there are no soldier in sight. Ben suddenly got attacked by red-skinned aliens wielding pick-axes.

"That's explain it. Vulkanus is here." grumble Ben as he jab all the minions with his mana-charged fists. He continue battling his way across the surface but there are too many of them and they pin him down.

"Get off me! Get off me!" growl Ben as his eyes turn sky-blue. The Copytrix core pop up and Ben struggle to place his right hand on the core. "I said... GET. OFF. ME!" roar Ben as he slam his core and release a bright light. The light start emanating greatly from the pile of minions than exploded, sending the minions flying. Emerging from the light is a Appoplexian.

"**RATH! **LET ME TELL YOU SOMETHING, PICK-AXE WIELDING MIDGETS! RATH IS GOING TO CLOPPER YOU ALL!" roared Rath than he charge toward the minions, punching them away. He start running on four, moving at incredible speed and bash every minions in his path. "THAT'S RIGHT! NOBODY CAN BEAT RATH!" roar Rath.

-Underground-

"Ben? Everything is alright?" ask Gwen through the communicator.

"_LET ME TELL YOU SOMETHING, GWENDOLYN TENNYSON! RATH CAN HANDLE EVERYTHING HIMSELF!" _shout Rath.

"I'll take that as a yes. Nice to see Vulkanus is back again." grin Gwen as the minions surrounded her in the labs after she remove the security. They move closer and she rotate her Omnitrix. A hologram was selected and she slam the core down.

The green sphere travel through her bloodstream. Gwen become a green-highlight silhouette floating in mid-air. Her cells start pulsing as she merge with an alien DNA. Her body turn X-rayed and her rip cage become durable. Her skull morphs into crystal head and her eyes merge into one. She grew six crystal shards on her back.

"**Chromastone!** Take this!" laugh Chromastone as she blast them away with her ultraviolet ray. She continue running her way through the lab until she arrive at the room where there are buttons on each panels on the wall. Chromastone morph back into Gwen and observe the buttons.

"Hmm... If I put the correct order, the door will open." Gwen follow her hunch and press the button in order. The door open and she exit outside. She look up and saw Rath but he look different.

"RATH! CAN YOU JUMP ACROSS?" shout Gwen.

"LET ME TELL YOU SOMETHING, GWENDOLYN TENNYSON! RATH DOESN'T KNOW HOW TO FLY! SEE IF YOU CAN REMOVE THAT STUPID BEAM!" shout Rath before he morph back into Ben as the massive beam blocking his path.

"Okay." said Gwen. She saw three generator which create that beam. She activate the Omnitrix and rotate it as she looked for a suitable form. Than she found a hologram of a dinosaur. "Let's try her out!" smile Gwen as she slam the core down and release a bright light.

The green sphere travel through her bloodstream. Gwen become a green-highlight silhouette floating in mid-air. Her cells start pulsing as she merge with an alien DNA. Her body turn X-rayed and her skeleton start stretching, become gigantic than she grew a long tail and her mouth stretch into muzzle. She now have tan armor-like skin and grew dorsal fin on her head. She wore the Omnitrix on the top of her chest.

"**Titanosaurus!**" roar the dinosaur. She look at herself and a wide smile appear on her face. "This is so cool!" laugh Titanosaurus as she walk toward the first generator. She lift her fist and ram it against the generator, leaving a gaping hole and the generator exploded. She ripped off the platform and throw it at the other generator, destroying the second generator. She approach the final generator and she smash it to bits. The beam is gone so Ben levitate his way across the cliff while Titanosaurus climb her way up. Once they reach the other side, Titanosaurus morph back into Gwen and they arrive at the ammunition range, finally locating the component.

Before they can obtain it, a familiar face block their path.

"**Vulkanus!**" grin Ben & Gwen.

"Nice to see you two again, although it's too bad Kevin Leven is not with you." scoff Vulkanus.

"Gwen, get to the component! I'll handle him!" order Ben. Gwen nodded and ran to the component.

"Oh no you don't!" shout Vulkanus as he aim his gun and fire a flamethrower-like blast. Gwen quickly slam the Omnitrix core and morph into...

"**Swampfire!**" shout Swampfire and she burrow underground to evade the attack.

"Hey, Vulkanus. Prepare to be defeated by..." Ben slam the Copytrix core and release a bright light.

The blue sphere travel through his bloodstream. Ben become a blue-highlight silhouette floating in mid-air. His cells start pulsing as he merge with an alien DNA. His body turn X-rayed and his rip cage expand larger, his forearms expanded and his skull stretch into lizard-like skull. He now become ice-blue iguana wearing black suit with white cuffs. He wore the Copytrix symbol on his chest.

"**Articguana!**" shout Articguana in a cool voice. "Whoa, I didn't know I still have this guy!" smile Articguana.

"Take this!" shout Vulkanus as he fire another blast of flame and Articguana got hit. When the flames subsided, Articguana emerge undamaged.

"Hey! Not cool!" shout Articguana as he tackle Vulkanus into the nearby rock. Vulkanus grab Articguana's spines and swing him into the downed tank. He crash hard and groan in pain than he quickly jump up as the blast of fire struck the tank. Articguana land on the cliff side and jump away as Vulkanus repeatedly fire his gun at Articguana. Articguana than slide on the ground and fire a powerful ice breath at Vulkanus, turning him into a block of ice.

"I wish we can fight more, but this area is not perfect for fighting." said Articguana as the whole area are filled with missiles. "Gwen, you got the component?" ask Articguana.

"Yes! I got it!" smile Swampfire.

-Plumber Base-

"Hey Gorvan, here's the component. We would've brought it sooner but we have a little trouble with Vulkanus." explain Ben as he give the component to Gorvan.

"Yes, he will be dealt with eventually." said Gorvan. The team notice he's acting suspicious so they decide to keep their eye on him.

Kevin want Ben to check the engine while he check the trunks for tools. While Ben bended over to tighten the oil tube, Looma, in her true form, walk next to Ben.

"Do you need help, my beloved?" ask Looma

"No, I don't thi- YAH!" yelped Ben than he bang his head against the hood. He rub his head with his hand and look at Looma, who is looking at the ceiling with her four arms behind her back. She start whistling softly while not making eye contact on Ben.

"Did you... Did you just pinched me?" ask Ben in shock.

"No, I don't think so." said Looma innocently. Ben frown and return to fix the water tube.

"YAH!" Ben yelped again and again bang his head against the hood. He look at Looma, who once again gaze at the ceiling with her arms behind her back, whistling.

"You pinched me in the cheeks again!" growl Ben.

"I didn't pinch your cheek, I pinch your cute butt- Uh-oh..." Looma realize Ben tricked her and her cheeks turn red-violet. A cold glare appear on Ben's face.

"Got'cha! So you enjoy pinching me, eh?" ask Ben as he approach Looma.

"M-Maybe I should check on Gwen." stammer Looma.

"Looma... don't do that again." said Ben with a serious look as he resume his work.

"Sorry..." sigh Looma but silently gave a smile as she enjoyed that moment.

"Okay, the last component is in the center of nearby town. Once you retrieve it, we will finally halt the Highbreed's plan." said Gorvan, Then the Plumber monitor show an icon flashing. Everyone, including Gorvan, look at the monitor.

"Expecting someone?" ask Kevin.

"It's a message from the rest of the Plumbers. They want to know the progress of the mission. I shall informed them through the encrypted channel so please excuse me." said Gorvan as he left the room.

"Now's our chance! Gwen, you and Kevin stay here and check anything that'll tell us about Gorvan while Looma and I head for the town and get the component." order Ben as he and Looma ran off.

"He always like to be the leader." scoff Kevin while Gwen start searching through the computer.

-"Ghost" Town-

Looma and Ben arrive at the neighborhood. Before they proceed, Looma grab Ben's hand & Ben look at her in confusion.

"What?" ask Ben.

"Where are you going? The signal was that way." said Looma as she point at the east.

"I knew that, I just decide that we split up so we can cover more grounds." explain Ben.

"But then the DNAliens will take us out if we're separated so..." Looma was worried and scared, which Ben find that strange.

"Why're you afraid? Are the Tetramands the most couragous and powerful warriors on Khoros?" ask Ben.

"Well yes but-"

"Than act like one!" frown Ben. "We're splitting up, cover more grounds and meet back on the center & that's final! Okay, Looma Red Wind?!" ask Ben in such arrogant manner.

"Benjamin, I don't want to say this but... You...You are so cocky, obnoxious, always joked around in the fight, and you're very rude!" shout Looma. Ben become angry but inside, he was hurted, feeling that he had blown it again. Ben always try to flirt the girls but he always blow it because of his personality. He let go of her hand and walk ahead.

"W-Wait, I'm not finished!" shout Looma.

"No need, I get it." scoff Ben as he slam his Copytrix core and release a bright blue light.

The blue sphere travel through his bloodstream. Ben become a blue-highlight silhouette floating in mid-air. His cells start pulsing as he merge with an alien DNA. His body morphs into the embodiment of nuclear energy and wear green strap belt, like Spider-Monkey's with the Copytrix on his chest. Than he was seal inside an anti-nuclear inhibitor armor with three visor for him to see and wore the Copytrix symbol on his chest.

"**NRG!**" shout the Prypiatosian-B in Russian accent.

"But beloved, I-"

"Forget it! Fight your own battle!" snapped NRG than he storm off through the neighborhood and confront the DNAliens who were scouting the area. Looma fell on her knees and place her hands on her face, sobbing heavily that now Ben hate her.

"What have I done? I'll never get used this..." sobbed Looma than she felt something in her pocket. She took it out and gaze at the ID Mask. Her lips start quivering and her eyes shed a downpour of tears.

"I'm so sorry, Benjamin! I'm...sorry..." whimper Looma as something small is crawling toward her.

"Come on, DNAliens! Is that the best you got!" growl NRG as he grab two DNAliens and threw them across the town. One of the DNAliens grab one egg and throw it. The egg exploded and spring out a Xenocyte. Before he grab NRG's face, NRG's visors start glowing brightly and fire a radioactive beam, turning the Xenocyte into ashes. As he walk through the ghost town, more DNAliens are coming so NRG press the Copytrix symbol and morph into...

"**AmpFibian!**" shout the jelly fish like alien in raspy voice. He thrust his two upper tentacles and fire two lightning bolts, electrocuting the DNAliens. Than he merge and travel through the power lines. Ignoring the DNAliens so he won't waste his strength. He arrive at the town square and four DNAliens are blocking his path. AmpFibian focus his mind and start reading their minds.

"_Stop him. Not reveal secret entrance on fountain."_ mumble one of the DNAliens.

"Bingo!" grin AmpFibian as he slap the Copytrix symbol and morph into...

"**Armodrillo!** Time to crank up to 5.9!" boomed Armodrillo as he slam his fists against the ground and unleash a massive tremor, sending super powerful shockwave that cause the whole park to cave in and reveal the entrance to the hidden DNAliens hatchery. Before he jump in, he got smack aside by a metal pipe. "Who attack me?!" snapped Armodrillo than he got wide-eyed to see who attack him. It's a DNAlien but it was morphed to a Tetramand like form.

"GRAARR! I won't let you ruined the Highbreeds plan, Anodite!" hissed the **Tetramand DNAlien** in a raspy female voice.

"Make me!" growl Armodrillo as he slam his hand and unleash a tremor. The DNAlien jump up and ground pound Armodrillo through the street, crashing into the hatchery. She grab Armodrillo and hammer toss him across the room, crashing through wall to wall until he crash into the center of the hatchery. He struggle on his feet than morph back into Ben.

"Argh! That Xenocyte must've caught a Tetramand and transform them into DNAlien but who? The only Tetramand in this area was...*gasp* Looma?!" gasped Ben.

"Looma? Pathetic, you left me, toss me away like yesterday's garbage! You don't care anyone, not even me! Now I serve the Highbreed and soon you will be next!" hiss **DNAlien Looma **as she fire a huge poison blob from her mouth. Ben quickly cover himself with mana shield and withstand it.

"What have I done? She's right... I don't care about anyone..." Ben lost the will to fight and left himself vulnerable. DNAlien Looma hold up a Xenocyte and was about to plant it on Ben's face. When she's close enough, Ben's Copytrix start glowing and jolt his left hand up and grab DNAlien Looma's face.

"RESTORE DNA SAMPLE! PROGRESS COMPLETED!" shout the AI and suddenly Looma got bathed in bright light. She start screaming, slamming her arms against the ground, causing a huge tremor that the rocks drop from the ceiling and smash the generators that hold the component in the ceiling, which it was used to power the Egg Machine. The component fell down and land on the floor near Ben. The light subsided and DNAlien Looma return to normal and fell on floor unconscious.

"Looma!" gasped Ben as he rush to her side. She slowly open her eyes but her vision was blurry and she can barely move her body.

"B-Ben..jamin... I'm...sorry." said Looma in a soft weak voice.

"No! I'm sorry! I shouldn't have left you! I'm so sorry... so sorry..." cried Ben.

"I...forgive you... Guess I was right... Aside of being arrogant and cocky, you...you are caring, kind-hearted & love both human and aliens alike... That's why I want to...be with you... I...I- Ugh..." Looma lost consciousness and the hatchery start exploding. Ben place the ID Mask on Looma so she can morph into her human form than grab the component. He carry her out of the room and saw the hole he made in the ceiling. He quickly rotate the Copytrix and select a hologram of a manta-ray like alien. He slam the core down and release a bright light.

The blue sphere travel through his bloodstream. Ben become a lue-highlight silhouette floating in mid-air. His cells start pulsing as he DNA merge with an alien DNA. He spun around and lift his arms, gaining wing flaps-like skin. His body turn X-rayed and his hand stretched into three long claws and his skull stretched; which his mouth change to a frown and grew crest on his forehead. He become a red manta ray alien with black lightning stripe that travel from shoulders to the Copytrix symbol and gain gills on his torso.

"**Jetray!** A perfect alien!" grin Jetray. He grab Looma's shoulders with his feet and, with the component in his hand, fly his way out. Thanks to his speed, he return to the base in a nick of time.

-Plumber Base-

Ben arrive at the base and place Looma on the floor.

"What happen?" ask Kevin.

"Um... the Xenocyte caught her and turn her into a DNAlien but my Copytrix restore her to normal. Anything about Gorvan?" ask Ben as he place the component on the panel.

"No, nothing yet. I can't get to the file without password." sigh Gwen.

"Hmm, let me try." Ben type the password in the computer and the word "Password Valid" appear in the screen.

"What did you write?" ask Gwen in awe.

"Mealworms." smile Ben and Gwen suddenly got gross out. "It's Grandpa's favorite snack and it was from the day you found the Omnitrix."

"And they are so gross." chuckle Gwen. Than a hologram of Max appear from the panel.

"Grandpa!" exclaim Ben & Gwen in joy.

"_Plumber Log 231: Gorvan. Gorvan was a disgrace of the Plumber. We caught him stealing and selling illegal alien technologies behind our back. If spotted, be alerted and stop him! He is extremely dangerous!_" The hologram ended its log and the trio become surprised.

"So Gorvan betrayed the Plumbers?!" ask Ben in shock.

"And he used us to gather the components for him!" growl Gwen.

"Kevin, what-" Ben turn around and saw Kevin is gone. The door where Gorvan went was open! "Oh no! Kevin went by himself! Gwen, stop him!" order Ben.

"What about you?" ask Gwen.

"I must look after Looma. I can't leave her again." said Ben as he look at the unconscious Looma.

"Okay!" nodded Gwen as she head through the door.

Meanwhile, Kevin had located Gorvan but he discovered too late that he's in the Xenocyte nest and the Xenocyte attack him. Gwen continue running through the hallway until she arrive at the nest. She found Kevin but she was horrified of what she saw.

"K-Kevin?!" gasped Gwen.

"Heh heh! Hello Gwen!" grin Kevin, who is halfway transform into DNAlien. "Ready to rumble, like old-time?"

"Kevin... Wait, Ben said he restore Looma with the Copytrix. So that means I can do the same with Kevin. First I must get him to stay still." Gwen was about to activate the Omnitrix but **DNAlien Kevin**, who absorb the metal from the nearby machine, shoulder charge against the wall.

"You can't beat me!" growl DNAlien Kevin.

"That's what you think, Kevin! HA!" Gwen slam the core and release a bright light.

The green sphere travel through her bloodstream. Gwen become a green-highlight silhouette floating in mid-air. Her cells start pulsing as she merge with an alien DNA. Her body turn X-rayed than multiple bronze metal pieces gather around and merge with her body. She became an alien with black body with yellow crab-like hand, feet, shoulder and chest. She have magnetically metal head that float in the arch between her shoulders and wore the Omnitrix on her chest.

"**Lodestar!** Hi-yah!" shout the new alien and thrust her pincer, releasing a magnetic pulse that push DNAlien Kevin away. She lift him up and she become surprised. "I can magnetized metal? That's better!" smirk Lodestar as she repeatedly pummel DNAlien Kevin into the ground and ceiling. She thrust her hands and blast DNAlien Kevin into the wall. She walk toward DNAlien Kevin and morph back into Gwen & place her left hand on his face. Her Omnitrix start flashing and release a bright light. Kevin return to normal and he woke up.

"Whoa... What did I do?" ask Kevin.

"Oh nothing, just you trying to kick my cute little butt again." smile Gwen as she place her hands on her hips.

"Gorvan went that way. I'll show you-"

"No you don't! You head back to Ben & Looma, I'll handle Gorvan." smile Gwen as she head deeper in the cave while Kevin took her word and head back. Gwen travel deeper in the cave until she found the cave where the last three component are. She know Gorvan is nearby so she quickly activate the Omnitrix and rotate the ring dial until she found her desired form.

"Come out, Gorvan! I know you used us and betray the Plumber!" growl Gwen as she look around in caution and with her hand ready to press the Omnitrix core.

"You won't understand, it's just business." answer the voice of Gorvan.

"Oh so it's okay to earn money from the aliens who was planning to destroy my home?!" snapped Gwen.

"Like I said, you won't understand. Now I will crush you with my bare hands!" grin Gorvan as he step out of hiding and crack his knuckles.

"Let's see if you can stop..." She slam the core and she release a bright green light.

The green sphere travel through her bloodstream. Gwen become a green-highlight silhouette floating in mid-air. Her cells start pulsing as she merge with an alien DNA. Her arms got covered in vines than her face.

"**Swampfire!**" shout Swampfire and thrust her hands forward, firing fire-blasts at Gorvan but he brushes off the attack and charge toward Swampfire. She quickly side-step and evade Gorvan's charge. "Too slow!" chimed Swampfire as she ripped the petals from her shoulders and toss at Gorvan. It struck the ground but not Gorvan.

"And you have poor aiming." grin Gorvan.

"I don't need to aim." smirk Swampfire. The ground crack open and the petals rapidly grew into powerful vines and bind Gorvan to his knees.

"Aargh!" growl Gorvan.

"You're really out of shape! You can't beat me!" laugh Swampfire.

"I will beat you! RAGH!" Gorvan snapped free and smash the rock pillar, forming it as a club. He wield and swing it at Swampfire. She quickly jump up and ready her attack but Gorvan quickly ram the club on her waist and she crash on the rock.

"Nrgh! That's...gonna leave a mark..." moan Swampfire as she stood up. She lift her hands forward and fire a spray of methane. Gorvan just grin as he continue walking toward Swampfire.

"You can't hide in the mist." said Gorvan.

"Those aren't mist... They're methane and I..." Swampfire lift her hand up with her fingers and opposable thumb together. "...Can ignite them!" smirk Swampfire and snap her fingers. The methane instantly ignited into a huge firewall and engulf Gorvan. Gorvan struggle to withstand the heat than he slap his hands together, unleashing a thunder-clap that blew out the flames and knock Swampfire backward. She struggle on her feet and place her hands up.

"Gotta...channel all of my powers in one spot!" growl Swampfire. Before Gorvan attack, four red-skinned hands grab his head and hammer toss into the nearby machine. Gorvan shook his head and look up. It was Looma.

"You're the shame of all Tetramand! In case you haven't notice, I am Princess Looma Red Wind, daughter of Warlord Gar Red Wind! And my father will not be happy to hear that you used me for your dirty work!" growl Looma.

"W-What?!" gasped Gorvan as he didn't know Looma was Gar's daughter.

"Take this!" Looma dart forward and shoulder-charge Gorvan into the wall, ram her fists against his stomach, knee his chin than hammer toss him into the ground.

"Argh! Please don't..." begged Gorvan.

"Ready, Swampfire?" ask Looma as she burrow her hands through the ground.

"Ready!" reply Swampfire as she channel the flames into her hands, forming a huge fireball.

"NOW!" shout Looma as she thrust her hands up and unleashed a straight-forward tremor & Swampfire toss the huge fireball at Gorvan. Both attacks collided and release a huge explosion. As the dust slowly fade, Swampfire morph back to Gwen than she check on Gorvan. He's unconscious.

"You don't fit to wear the badge." scoff Gwen as she remove the Plumber Badge from Gorvan's chest. After they tied up Gorvan and left him in the cave, they return to the Control Room with the 3 component when suddenly the wall exploded and entering through the hole is a white tall alien with red eyes (on face and chest) and purple face. It have black claws and feet.

"Gwen 10, Ben 14, the Tetramand and the Osmosian... How pathetic! You can never trust friends now at these day! Ha ha ha!" laugh the Highbreed. He walk toward the four component and grab it.

"Soon all of my plan will be successful & Earth shall be destroyed and terraformed into our planet!" laugh Highbreed evilly.

"NO!" shout Ben as he thrust his hands and fire a powerful mana beam. The Highbreed extended his hand and stopped the mana beam without trying or suffer damage. "N-No way!" gasped Ben. Kevin absorb the metal and ram his fist against the Highbreed but Highbreed slap him aside and he crash against the monitor.

"Kevin! That's it!" growl Gwen as she slam her Omnitrix core and morph into...

"**Chromastone!**" shout Chromastone than she thrust her hands and fire the ultraviolet ray. Highbreed withstand the attacks and fire his eye laser at Chromastone, knocking her out and morph back into Gwen. Looma charge toward Highbreed but he ram his knee against her guts and send her flying until she crash against the wall than she fell on the floor.

"You're not worthy for my might, you scums! Soon, my plan will be complete!" chuckle Highbreed as he spread his wing flaps from his shoulders and left. Ben remain shock of witnessing Highbreed's powers and ran to Looma's side.

"Looma! Looma, wake up! Wake up!" cried Ben. Looma is not showing any life sign, not even a heart beat. "No... No! Looma, wake up! Please wake up!" cried Ben as he try to wake her by shaking her but failed.

"No... Don't go, Looma... You were the one... The girl of my dream... I just wanted to be with you... Looma, come back..." begged Ben as his eyes are filled with sorrow and pain. He held up her hand but her hand fell off his hand.

"No... NNNOOOOOOO!" roar Ben as his eyes turn sky-blue and his body release an explosion of mana wave. He transform into his Anodite form and gritted his teeth. Gwen's Omnitrix turn yellow and start flashing.

"UNCATALOGED DNA SAMPLE DETECTED!" said the AI than the Omnitrix core pop up and release a wide yellow beam at Ben, scanning him than the Omnitrix core return to its place. "SAMPLE ACQUIRED! SCAN COMPLETED!"

"I will get you, Highbreed! You're gonna PAY DEARLY!" roared Ben as he dash through the hole and make his way toward Highbreed's base. "Did you hear me? YOU WILL PAY!" boomed Ben as he start absorbing the mana into his body, increasing his power level to greater height than dart across the sky at high-speed.

**Axle- Ben, control yourself!**

**Ben- You kill her off!**

**Looma- Beloved, stop!**

**Axle- Hurt me and I won't bring her back.**

**Gwen- You heard him, Ben. Here, have some chili fries.**


	20. The Return of Gwen 10 part 3

**Chapter 20: The Return of Gwen 10 Part 3**

**Axle- Ben & Looma are in deep passion romance so don't disturb them**

**Gwen & Kevin- _Looma and Ben sitting on a tree. K-I-S-S-I-N-G! First come love, than come marriage than come an alien baby in a baby carriage!_**

**Axle- By the way, I forgot to mention that my fanfic has moved to T rating for mild languages and brutal violence from Ben 14.**

**Disclaimer: I don't own any Ben 10 characters.**

"I WILL KILL YOU!" roar Ben in his Anodite form as he charge through the sky. He found three large weather towers and a spaceship. He senses the Highbreed's mana inside the spaceship so he charge toward the spaceship and bore through it. He land on his feet and glare at the DNAliens who surround him.

"Stop me all you want but I will have my revenge! Ragh!" Ben fire two large mana blasts and kill the DNAliens. Than more DNAliens, who infected the Vulpinmancer and Pyronite known as **Pyronite DNAlien & Vulpinmancer DNAlien**, charge toward Ben. Ben grab the Vulpinmancer DNAlien and bore his fists through the latter's guts, spilling their blood on the floor.

-Plumber Base-

Gwen & Kevin woke up and struggle to stand on their feet.

"Ow, my head..." moan Kevin. Gwen saw Looma and went to check her pulse.

"Kevin, her pulse is weak! She need CPR!" shout Gwen. Kevin brought the CPR than Gwen rubbed two pads together. She place the pads on Looma's chest and the device give out a beep & discharge an electric pulse. Looma instantly react and gasped hard for air. She start coughing and look around.

"What happen?" ask Looma.

"I don't know but that Highbreed is very powerful. Where's Ben?" ask Gwen. Kevin check the monitor to replay the security camara to see what happen to Ben. They all became surprised.

"Ben lost it! We must stop him!" gasped Gwen.

"Ben thought Looma died, so if Ben see Looma..."

"He'll come to his sense! Come on, Looma." smile Gwen as she slam the Omnitrix core and morph into...

"**Raptor!**" screech Raptor. Looma wear the ID Mask so Raptor can carry her. Kevin ride his car and track the Copytrix with his alien tech tracker.

-Highbreed ship-

"RAGH!" roar Ben as he unleash a powerful mana explosive wave and kill all the DNAliens in his path. He blast the door down and found the Highbreed.

"Huh? TENNYSON?!" gasped Highbreed.

"You're going pay for what you did to Looma!" growl Ben as he grew bigger until he's at the same height as the Highbreed.

"Than prepare to join her cause you're gonna die! No one can beat me because I am PURE ALIEN!" boomed Highbreed as he charge toward Ben. Ben respond the same and they collided, engaging the tug of war. Ben struggle to push Highbreed back but the Highbreed ram his head against Ben's face and knock him back. He grab Ben's leg and swung him at the wall, forming a huge dent.

"Ugh! Grrr!" growl Ben as he stood up and throw two mana blasts. The Highbreed withstand the blasts and slash his face. Ben clutch his fist and right-hook punch Highbreed against the console. The console exploded in sparks and flames & the spaceship start shaking. They took off to space.

"Mwah ha ha ha! Fool... You cause the weather towers to activate! Soon the Earth will become an ice wasteland! Gyah ha ha ha!" laugh Highbreed as he fire his eye beam at Ben.

"Gyah! I won't stop until all of your so-called 'pure' blood spill on this bloody ship!" snarl Ben as he charge toward Highbreed. Highbreed grab him instantly and slam him against the ground.

"You will die, Anodite!" grin Highbreed.

"GRAH!" Ben trap Highbreed in a mana bubble and slam him against the tube that carry red vapor. The red vapor blast Highbreed's face.

"Gyaaaah! I'm burning! I'm burning!" shriek Highbreed.

"So heat is your weakness! Than here! Have some more!" roar Ben as he grab Highbreed than ram him against the 2nd tube.

"NRAAAAGGHH!" scream Highbreed and grab Ben & slam him against the container. "You'll pay for that, filthy worm!" scowl Highbreed as he ram his fist against his guts.

"Grah! Hack...gack..." gagged Ben as he fell on his knees. Highbreed pick him up and slam him into the explosive boxes, releasing a huge wall of flames. Ben stood up and fire a powerful mana ray from his eyes & Highbreed counter with his own eye laser. They start clashing their attacks back and forth but the Highbreed push it back and blast him across the hallway. Ben struggle on his feet than the image of Looma appear in his thought.

"I won't give up... I will destroy you... I will save the Earth... I will avenge Looma! RAAAAAAGGGHHHH!" roar Ben as he start focusing his powers to his hands. Then he clutch his fists and charge toward Highbreed but he caught his fists.

"It's useless, scum! You're finished!" the Highbreed begin to crush Ben's hands but he head-butted him, grab him and ram him against the 3rd tubes.

"GYAAAAAAHH!" scream the Highbreed.

"That was for Gwen!" snapped Ben than he ram him against the last tubes.

"UUURRGGAAAHHH! No more... No more..." gasped Highbreed as his body start sizzling and weaken.

"That was for Kevin! And this..." Ben float up than summons his full-charged mana to his fists. He charge toward the Highbreed with fists forward. "...Is for Looma!" roar Ben as he ram the Highbreed, bore through the floors until they crash into the engines. The engines exploded in flames.

"GRRRRRYYAAAAAAAHHHH!" scream the Highbreed as he was engulf in flames.

-Weather Towers-

The trio arrive at the farm where the weather tower was builted. Raptor morphs back into Gwen and Looma ask Kevin,

"Where's Benjamin?"

"He's in that ship!" Kevin point at the sky, where the ship is flying away.

"How did we get there now?" ask Gwen. Suddenly the ship exploded into pieces.

"BEN!" scream Gwen & Looma in horror.

Ben reverted back to his human form and start falling down to his doom. He can barely keep his eyes open.

"I did it... I killed him... Grandpa Max...Grandma Verdona... I'll miss you... And Gar Red Wind, I'm sorry... I broke my promise..." mutter Ben under his breath than close his eyes. Looma saw Ben.

"Benjamin!" Looma remove her ID Mask and took a mighty leap, jumping about 20 feet up than grab Ben. She made a powerful landing that she made a crater. She hold Ben in her arms. "Benjamin! Benjamin, wake up!" begged Looma.

"L-Looma..." Ben open his eyes and saw four beautiful eyes gazing at him. He become wide-eyed and jump up from her arms. "Looma?! Y-You're alive!" exclaim Ben in joy as he hugged Looma.

"Yes, my beloved. It's alright-" before she finished talking, Ben press his lips against Looma's lips. Looma's four eyes got widen and her cheek turn purple. Ben broke the kiss and hugged her.

"I love you, Looma! I love you so much!" smile Ben.

"Oh Benjamin... I love you too." smile Looma as she hugged Ben and cuddle his face.

"Guys, I hate to break the moment but the weather towers are activating and it's already started to snow!" said Kevin.

"He's right! We must stop the weather towers but first we must get rid of the shield!" advise Gwen.

"It's simple...ugh! Looma & Kevin will destroy two generators outside the barrier while Gwen destroy the weather towers. I'll stay here and rest." groan Ben as he sat in the car.

"Of course, my beloved. Kevin, you take the right and I'll take the left!" smile Looma as she dart off. The generators are guarded by DNAliens but Kevin & Looma easily defeated them and destroyed the generators. Gwen saw the shield is gone so she rotate the Omnitrix core and selected the hologram of her alien form. She slam the core and morph into...

"**Titanosaurus!**" roared the dinosaur than she start growing bigger and bigger until she's 60 feet tall. "Whoo, I got so big!" smile Titanosaurus. She approach the first toward and climb her way to the top. The DNAliens try to stop her but she is too big to be stopped and she made it to the top. Her weight cause the tower to lose balance and start falling down. She quickly jump up high, land on the other tower and, due of her landing, knock the 2nd tower over than she jump again & tackle the final tower. The tower start breaking and Titanosaurus jump down and land on her feet than morph back into Gwen.

After the tower was destroyed, Gwen heard something from the rubbles. She dig the debris out and found a computer that show something they're building. Gwen realize they're building a giant arch so she quickly ran back other and warn them about what's coming.

**Axle- Sorry for making the story short.**

**Ben- Well, we manage to stop the Highbreed's plan for now.**

**Gwen- We need to find all Plumber's kids.**

**Looma- Than let's start search.**


	21. Heroes United

**Chapter 21: The Heroes United**

**Axle- Does anyone know what that title means?**

**Ben- A crossover?**

**Gwen- Ding-ding, we have a winner!**

**Kevin- Who were we crossover with?**

**Axle- Read 'em and find out.**

**Disclaimer: I don't own any Ben 10 characters including the characters I crossovers with.**

"So they're building the whatchamacallit for what?" ask Ben as they rest on the Plumber HQ.

"I don't know but they still need more components so their data indicated they need some 'Cybertronian' components, so they used the **Null Void Projector** and went to the other dimension. Verdona decide to use her Plumber Badge and quickly gather the Plumbers' Kids so we won't waste searching." said Gwen. Verdona return with a great news.

"I found all the Plumbers' Kids! I'll bring them in. Come in, kids." called out Verdona. Several Plumbers' Kids enter and line up.

"This is **Manny Armstrong**. He's Half-Earthling Half-Tetramand. He inherited his mother's superstrength, enhanced jumping ability and high durability but he's also trained himself of wielding four plasma guns." said Verdona.

"Nice to meet you." nodded Manny.

"This is **Pierce & Helen Wheeler.** Pierce is Half-Earthling Half-Needlesapien. He may look like human but he has the ability to grow quills from his body. His adopted sister, Helen, is Half-Earthling Half-Kineceleran. She inherit the Kineceleran's super-speed and master of karate and judo."

"Hey." scoff Pierce as he cross his arms.

"Hello!" smile Helen.

"This is **Alan Albright**, Half-Earthling Half-Pyronite. Unlike the others, Alan has the ability to morph between his Earthling form and Pyronite form."

"Hey." greet Alan.

"You're already know him, Ben, Kevin and Gwen. This is Cooper. He's no alien Hybrid, instead he's a mutant. He has technopath ability which he can communicate with technologies. Said hi to my granddaughter." giggle Verdona. **(A/N: I forgot his last name)**

"Cooper?!" exclaim Gwen.

"Oh Gwen, you become so beautiful!" sigh 14-year-old Cooper.

"Oh boy, here we go again." groan Kevin.

"Gwen and Kevin, you also know her but Ben and Looma doesn't so this is **Ma'Dow 'Rosy' Shard**, daughter of Tetrax & Su'Flow Shard. She's Half-Plantosapien Half-Petrosapien so she have the powers of these two Plumbers."

"Hey, Rosy!" chimed Gwen as she hugged 15-year-old Rosy.

"It's been a long time, Gwen! Yo, Kevin!" greeted Rosy.

"Hey." Kevin greet back.

"This is **Mina Aquamarine**, daughter of **Mega-Lo** and **Princess Ariel**, the Piscciss Volanns you saved from Ultimo 5 years ago."

"How'd you do?" ask Mina as she bowed. **(A/N: She's wearing her ID Mask since she'll get dehydrated outside of water)**

"And this is **Techno Gear**, Half-Earthling Half-Galvanic Mechamorph. He may look human but he carries his mother's genes and has the ability to upgraded technologies, project eye laser and morph his body into battle armor." Verdona finished her introduction.

"Nice to meet you, Gwen 10. My Mom told me how'd you help Azmuth to stop **Malware** and save the Mechamorphs." smile the cool teenager wearing sunglasses.

"Nice to meet you all, except Cooper." grumble Gwen.

"So now we are here, we're going to the dimension next door. Ready?" ask Ben. They nodded and Ben transform into his Anodite form, chant a spell and created two whirling mana wave around them. They disappear from the Plumber's HQ and Verdona activate the Comm Center to warn the Plumbers.

-Planet Earth-

In the military base, in hanger 4, a teenager enter the large room and found a 30-feet tall female Cybertronain with blue/pink armor. She was pretty damaged and have dents on her armors.

"How are you holding up, **Arcee**?" ask **Jack**.

"I've been through worst." groan Arcee but smiled to mask her pain.

"Tackling the **PredaKing** was not in your to-do list, huh?" smile Jack as he hold her hand. Arcee smile back and motion him to stand on her palm. He did and sat on her palm, she lift him until he's few inches from her head.

"If everyone are away on a mission, than we will have our privacy moment; making out, giving me some polish." smile Arcee.

"You love polishing, do you?" chuckle Jack.

"Only by your soft masculine hands, Jack." answer Arcee with a seductive grin. She move her left hand and grab Jack carefully. She hold Jack with both hands and move him closer to her face as she pucker up her lips and met Jack's lips.

"Mmmmm..." sigh Arcee as she gave Jack a loving kiss, a big wet one as they say. They break the kiss and Arcee cuddle his face. **(A/N: Arcee and Jack have been a couple in secret after the event with Airachnid.)**

"That was exciting. Very exciting." sigh Arcee softly.

"Want me to fix your armor?" ask Jack.

"Oh, I would like that, Jack but Ratchet order me to use the Repair Chamber." said Arcee.

"But you don't have 'polish chamber.'" grin Jack.

"Ooh, even better. Now I have to hurry before everyone see-"

"HERE COMES THE HAPPY COUPLE! I KNEW YOU TWO END UP TOGETHER!" squeal a Japanese girl with black-with-pink-streak hair named **Miko**.

"CONGRATULATIONS! You two did a great job hiding your 'partnership' from us for so long." chuckle the large bulked green Cybertronain named **Bulkhead**.

"_Beeow Bee!_" said the black-yellow Cybertronain named **Bumblebee**, giving a thumb up.

"You two make a great couple!" smile the young boy named **Raf**.

"How did you guys know?!" exclaim Jack.

"_Bee Beebyow._" said Bumblebee.

"What?! You read my private log?! Bumblebee, you better start running before I get my hands on you!" growl Arcee as she dart toward Bumblebee, who cower behind Bulkhead, who grab Arcee.

"Try as you might but you're not repaired yet." chuckle Bulkhead. And he's right, Arcee felt a strong pain on her waist and drop on her knee. Bulkhead place her in the Repair Chamber and she got bathed in white light. She emerged with her armor fully repaired and storm off to the Control Room in Hanger 1.

Suddenly the alarm blares out. The Autobots rush to the Control Room where Ratchet was checking the monitors.

"Unknown signature detected in the town. It's either Decepticons or the Predacon." said Ratchet.

"Lock on that location and activate the **Ground Bridge**." order Optimus. Ratchet obliged and activated the Ground Bridge. "Autobots, transform and roll out!" shout Optimus as they converted into their vehicle forms and drove off through the Ground Bridge.

-Jasper, Nevada-

Once they arrive at the town, there was a portal in the sky and emerging from the portal is a large monstrous meteor and crashed on the ground.

On the rooftop, two whirling mana waves appear from thin air and the **Alien Force** arrive.

"Here we are, the dimension next door." smile Ben as he return to his human form. Suddenly the explosion shook the area and they almost lose their balance. They look ahead and saw a metal meteor.

"What's that?" ask Gwen.

"Hmm, that meteor is a techno-organic organism." said Techno.

"And carries an unusual energy signature." said Cooper as his eyes start glowing. The meteor start shaking than start transforming into a gigantic mechanical dinosaur. On his chest is a gold symbol.

"RAAAGGHH!" roar the monster.

"Whoa! What is that monster?!" exclaim Kevin. On the street below, four Autobots in vehicle form, saw the monster.

"**Predacon!**" grunt Optimus.

"DESTROY. AUTOBOTS!" roar the Predacon as he swing his arms around, smashing the buildings in his path as he stomp his way toward the Autobots.

"Alien Force, attack!" order Gwen as she slam the Omnitrix core after she selected the form.

The green sphere travel through her blood stream as Gwen became a green-highlighted silhouette floating in mid-air. Her cells start pulsing as she merged with an alien DNA. Her arms bulked up and morph into metal gauntlet with speaker than her legs become covered in armor & her face become covered in armor. She wore the Omnitrix symbol on her chest.

"**Sonicboom!** I guess I know why I'm named Sonicboom. Let's go, Helen!" smile Sonicboom as she run at supersonic speed with Helen following her.

"Isn't she beautiful?" ask Cooper.

"Yeah, she is. You stay away from her." grunt Kevin as he absorb the concrete and enlarge his fists as he jump down. Looma removed her ID Mask, becoming a Tetramand and she, along with Manny, jump down with the others.

"Autobots! Engage the Predacon!" shout Optimus Prime as they charge toward the Predacon.

"RRAAAAGGHH!" roar Predacon as he smash the buildings but saw the Autobots in vehicle forms. "Autobots!" hissed the Predacon as he ready his fire cannon from his mouth. Suddenly Sonicboom & Helen run around in circle and create a powerful tornado. The Autobots stop in their track by the attack.

"What the?!" exclaim Bulkhead.

"_Bee Bee?_" ask Bumblebee.

"Strange, there's no storm in the sky, yet a tornado was formed." wonder Optimus.

"Alan, now!" shout Helen as she and Sonicboom retreated from the Predacon, who struggle to withstand the tornado.

"On it!" Alan morph into his Pyronite form and thrust his hands forward, firing heat beam and ignited the tornado in a wall of fire.

"GRAAAAGGH!" roar the Predacon as he burst out of the firewall and lung his claw at Alan. He quickly use the heat wave to ripped the roof off and ride it as a platform than quickly fly away.

"He withstand our attack?!" exclaim Alan.

"Than we'll do force!" grunt Looma as she jab the Predacon's leg. He lift his foot and try to stomp her but she caught it and push it back up, sending the Predacon falling on his back. Looma jump up and try to ground pound the monstrous Predacon but the latter caught her with his claw than he slam Looma against the ground.

"LOOMA!" exclaim Ben in anger. He activate his Copytrix, select the form and slam the core down.

The blue sphere travel strongly through his blood vessel as he became a blue-highlighted silhouette floating in mid-air. His cells start pulsing as he merged with the alien DNA. His pulse start accelerating and release sparks. His face morphs into tiger-like face, his teeth sharp itself to point and become covered in fur. His arm's muscles expanded, covered in fur and grew a black claw from his fist.

"**RATH!** LET ME TELL YOU SOMETHING, YOU ROBOT MONSTER! NOBODY HURT MY FIANCE AND GET AWAY WITH IT WITHOUT A MAJOR BEATING FIRST!" growl Rath as he pump his muscles than dart toward Trypticon.

"I'll give you cover." said Manny as he wield four plasma guns and blast the Predacon's face. Rath jump toward the monster with his claws ready.

"**_SABER CLAW SLASH! TITANIC BODY SLAM! DOUBLE HAMMER DROP!_**" roar Rath as he pound the Predacon down. "How do you like that, robot!?" shout Rath as he gave a grin.

"Time to tear that guy apart!" smile Rosy as she start concentrating and summons vines that warped the monster's body down. Mina remove her ID Mask, morphing into her Piscciss Volann form that wear aqua tanks connected to her gills.

"Open that thing's mouth." order Mina.

"Glad to." smirk Pierce as he pull one of his quill off as a lance than motion Kevin & Sonicboom to damage him.

"AAAAHHHH!" scream Sonicboom as she unleashed sonic blasts from her arms, chest and mouth and struck him hard while Kevin slam his fists against the armor than absorb his metal and land a thrust punch against his throat.

"GAAAHH!" roar the Predacon than got his jaws struck as Pierce place his lance in between his jaws than Mina dive inside his mouth. The Predacon shot up and snap the quill in half. He broke free but his feet got encased in crystals by Rosy. Looma stood up and grab the steel pipe, jump toward the monster and slam it against his face. While everyone try to stop the Predacon, Techno & Cooper start building something from the techs they brought with them. They finished building an energy cannon and Techo wield it.

"Mina, whenever you ready." said Techno. Suddenly there was a high-pitched scream from within the Predacon's head.

"RAAAGGHH!" roar the Predacon in pain. The armor on his forehead tear open by Mina's strong jaws and jump out. Looma & Manny tackle his legs and made him fall on his face. Pierce swing his arms apart and fire quills at the Predacon's eyes, shattering his optics. "GYYAAAGH!"

"Let's crank up our volume, Ben!" smile Sonicboom.

"Let's do it!" grin Rath as he press the Copytrix symbol and morph into...

"**Echo-Echo!**" grin Echo-Echo. They inhale deeply and release a powerful sonic shout, damaging the monster's head.

"Good. Stand back so I can aim." order Techno as his hands turn black with green stripes than merge with the energy cannon, upgrading it into a double-muzzle energy launcher and unleashed a huge energy cannon. The beam pierce through the opening Mina made on the Predacon's forehead.

"GRRRRAAAAGGHH!" scream the Predacon than his whole body release an explosion.

"Target down. Monster terminated." smirk Techno.

"Alright!" cheered Rosy.

"Okay, now shall we talk to these 50-feet tall robots that are behind us?" ask Cooper. Everyone, including Gwen and Ben, turn around and saw Optimus Prime, Bulkhead and Bumblebee. They jumped in surprise and spook.

"No need to fear. Come with us." smile Optimus Prime.

-Autobot HQ-

They arrive at the Control Room via the Ground Bridge. Ratchet, **Wheeljack** and **Ultima Maximus** are waiting for them.

"Optimus, what was the target?" ask Ratchet.

"One of the PredaKing's clone." answer Optimus.

"And did you destroyed him?" ask Ultima.

"We were about to until these kids jump in and took him out, sir." shrugged Bulkhead.

"What 'kids'?" ask Ultima than he look down and saw the Alien Force. "These kids? Took out the Predacon?!"

"It's either they're tough or the Cons are losing their touch." chuckle Wheeljack.

"UNCATALOGGED DNA SAMPLE DETECTED!" Ben's Copytrix start flashing than the core pop up and scan Optimus Prime. Than the core return to its position. "CYBERTRONAIN DNA SAMPLE ACQUIRED! SCAN COMPLETE!" said the AI.

"What in the AllSpark was that?!" ask Ratchet.

"Sorry, my Copytrix just scanned his DNA. Cybertronain... You guys aren't Vehicoids, are you?" ask Ben.

"Vehicoids? Never heard of them." said Optimus.

"So what kind of humans are you?" ask Raf as he notice the Alien Force are not human.

"We're Alien Hybrids." answer Manny.

"Whoa! More aliens! This is the best day of my life!" squeal Miko.

"What's your name, robots?" ask Cooper.

"My name is Optimus Prime, leader of the Autobots. These are my team; Bumblebee, Bulkhead, , Wheeljack, Ultima Maximus, Ratchet and Arcee. And these are our human partners; Jack, Miko and Ralph." Optimus introduced.

"I'm Gwen Tennyson. This is my cousin, Ben Tennyson, his fiancé Princess Looma Red Wind, and my boyfriend, Kevin Leven. And these are the Plumbers' Kids; Manny Armstrong, Pierce & Helen Wheeler, Alan Albright, Cooper, Ma'Dow 'Rosy' Shard, Mina Aquamarine and Techno Gear." Gwen introduced.

"_Bee Beeyow?_" ask Bumblebee.

"That watch is called the Omnitrix. It allows her to transform into different aliens." answer Techno.

"You understand him?" ask Ralph, who was thought to be the only human who understand Bumblebee's language.

"I'm Half-Galvanic Mechamorph. I read and understand technologies. Cooper can do it too." answer Techno.

"Let me show you." smile Gwen as she rotate the Omnitrix, select a hologram of a robot and slam the core.

The green sphere travel through her bloodstream as Gwen became a green-highlighted silhouette floating in mid-air. Her cells start pulsing as she merged with an alien DNA. Her body turn X-rayed and start pulsing rapidly than release a bright light.

"**Fembot!**" shout the Vehicoid. Team Prime remain in shock and awe.

"Hmm... Amazing. So the watch can turn you into any aliens including a Cybertronain counterpart." said Optimus as he rubbed his chin with his fingers.

"So, this form are not equal as your species?" ask Fembot.

"No, cause _that_ form has no Energon spark." scoff Ratchet.

"Hey, don't act rude cause Gwen will have a hissy fit." warn Kevin.

"Well, I just scanned your DNA so I'll check it out later. Will you mind if I used my new alien form I unlocked and check your computers because there is someone from our dimension that are looking for Cybertronain techs. They're called Highbreeds. They have an army of DNAliens and-" before he finished asking, the door open and enter **Agent Fowler** & Jack's mother, **June Darby**..

"Agent Fowler, what- Miss Darby?" exclaim Optimus.

"Hey, Optimus. How are you?" ask June with a smile.

"I have to bring her with me because she was attacked by a group of hostile extraterrestrial." explain Agent Fowler.

"Decepticon?" ask Arcee.

"Nope, they're organic and they infect many civilians, turning them into these monster. The Defense Department can't take out their leaders and was unable to harm the infected civilian. And who are these kids?" ask Agent Fowler.

"We're the Alien Force. We came from another dimension to stop these aliens." smile Gwen.

"Do I look like a fool?" ask Agent Fowler.

"I'll show you." Ben levitated his way to the computers, surprising Agent Fowler and June than Ben selected the hologram of a robot with four wires on each arms. He slam the Copytrix core and release a bright light.

The blue sphere travel strongly through his blood vessel. His cells start pulsing as he merged with an alien DNA and he became a blue-highlighted silhouette floating in mid-air. His cells start accelerating its pulse. He become covered in wires and cables than gain four green optics. He became a black/green armored robot and wore the Copytrix symbol on his chest.

"**Mega Coil!**" shout Mega Coil in electronic voice than connected his plugs on the computers, downloading and searching through the Autobots files.

"Downloading files... Autobots Files: Optimus Prime: Once a solider and younger brother of Megatron. Earn the title 'Prime' after the depth of Zeta Prime. Wield the Core Matrix of Cybertron in his Spark. Has a love interest with the widowed Miss June Darby." said Mega Coil.

Everyone look at Optimus Prime, even Arcee & Jack, and Optimus just cross his arms as he blush. June's cheek turn pink as she hold her hands together and move her body in timid way.

"Stop that boy, that's classi-" before Ratchet stop him, Mega Coil continue on.

"Bumblebee: Young and skilled Autobot scout. Enjoy Earth video-games and cartoons. His voice chip got damaged during battle. Has been stalking red and/or yellow 'lady' sport cars."

"_Bee Bee Beeyow Boo_." shrugged Bumblebee.

"Ratchet: Medical expert and skilled soldier. Dislike humans but must accept their help when Optimus said so. Always think negatively."

"That explains it." scoff Arcee.

"Bulkhead: Clumsy but has a big heart as he look out for his teammates. See Miko like a little sister that need to stay out of trouble."

"Awww, that's sweet!" smile Miko.

"Wheeljack: Former member of the Wrecking Crew. Skilled with katanas and energy lasso. Has the habit of disobeying orders sometime."

"Old habit die-hard, as Earthling say." shrugged Wheeljack.

"Ultima Maximus: Commander of the Autobots. Loyal to Optimus Prime. Dislike Wheeljack's attitude. Arcee: The only female member of Team Prime. Suffer loss of her close friend, Cliffjumper. Has a deep love interest with Jack. What's so secret about that? My Grandpa married a Anodite, an alien made of energy." ask Mega Coil. Then he resume his search, this time the Highbreed's location.

"Found them! The DNAliens are in Area 51!" said Mega Coil. He lock on the location and open the Ground Bridge. "There's also seven evil Cybertronains in that area. One of them has a powerful energy signature, dark even." said Mega Coil as he morph back into Ben.

"Autobots, roll out!" order Optimus.

"I'll go too!" said Wheeljack.

"Arcee, be careful." said Jack.

"I will." she said with a smile as she convert into a motorcycle. Optimus and others converted in their vehicle form and drove through the portal. Fembot followed them in her motorcycle form.

"Guys, go with Agent Fowler and rescue any civilian from the DNAliens while Cooper stay here and help Ratchet fix up the system." order Ben as he jump ahead and slam the core.

The blue sphere travel through his blood vessel as he became a blue-highlighted silhouette floating in mid-air. His cells start pulsing as he merge with the alien DNA. Suddenly his heart merged with an Energon Spark, gain techno-organic skin & black/green truck-like armor. He wore the Copytrix symbol on his chest.

"**Road Block!**" shout the Cybertronain as he land on the floor and converted into a four-seated truck. He drove after the Autobots before the Ground Bridge closes.

"He's not joking about scanning Optimus' DNA." said Ultimus Maximus.

-Area 51-

The portal appear and the Autobots, along with Fembot and Road Block, emerge from the portal. They converted into their robot form and land on their feet. Road Block and Fembot shout the voice commands

"Omnitrix Code 1020, Lock Form Mode. Fembot!" shout Fembot. The Omnitrix flashes in confirmation.

"Copytrix Code 1020, Lock Form Mode. Road Block!" shout Road Block. The Copytrix flashes in confirmation.

"What's with the command?" ask Bumblebee. **(A/N: Since Fembot and Road Block are Vehicoid/Cybertronain, they can understand Bumblebee.)**

"So it doesn't burn out the watches' energy and allow us to maintain our forms much more longer." explain Fembot. Team Prime, including the Tennyson, walk toward the military base, which it was destroyed. As they search around, they heard an evil laughter and Optimus clutch his fists as he recognized that laugh.

"**Megatron!**" grunt Optimus as he look to his right. Standing there with his arms crossed is Optimus' once-called-brother and once-proud-Autobot-now-Decepticon-tyrant, Megatron.

"Prime. I knew you will come here to save these pitiful mammal." scoff Megatron. He notice Fembot and Road Block.

"And these are your new lackies? Are they the one who destroyed the Predacon?" sneer Megatron.

"Tell me what are you doing here." growl Optimus as he point his finger at his brother.

"Ah, so naïve. This area conceal a Cybertronain weapon called the **Tachiyon Cannon!**" sneer Megatron.

"Tachiyon Cannon?!" exclaim both Optimus Prime & Fembot.

"That is a powerful weapon that can destroy any sapiens and non-sapiens in one shot!" exclaim Fembot.

"That weapon was jettison from Cybertron under Zeta Prime's order, in fear that Megatron might get his claws on them." said Optimus in angry tone. "Agent Fowler never told me they have the Cybertronain weapons here..."

"Uh-oh! Optimus' mad!" cringe Bulkhead & Wheeljack.

"Ha ha ha! You're too soft, Prime!" laugh Megatron. Than three Decepticon, one is grey skinny robot with F-22 Raptor jet armor, the second is a tall, thin blue-violet robot with pulse line on his monitor-like face and the last is a bulked purple robot with one eye and a laser cannon on his left arm, emerge from the gaping hole.

"**Starscream**, did you find it?" ask Megatron bitterly.

"We found the Tachiyon Cannon, Lord Megatron, but the **AllSpark** & **Metroplex** are gone!" answer Starscream.

"WHAT?!" roar Megatron.

"The AllSpark & Metroplex?!" exclaim Optimus Prime, who is now more angry.

"Who took them?!" snapped Megatron.

"Another organism took them. **Soundwave** recorded the security's audio and we have this voice." said **Shockwave** as he snapped his finger and Soundwave step forward. His face has flat line that pulsed by the recorded voice.

"_DNAliens, take the cube and the Vehicoid to our base. We, the Highbreed, the purest alien race of all, shall destroy both Earths to remove those filthy vermin, the inferior beings._" Soundwave repeated the order of a familiar alien.

"The Highbreed!" exclaim Fembot and Road Block.

"You know them?" ask Bumblebee.

"ARGGH! No one steals what's rightfully mine! Shockwave, destroy the Autobots while I take the Tachiyon Cannon to my base." boomed Megatron as he equipped the weapon on his arm than convert into a Cybertronain jet and flew off. Starscream and Soundwave converted into their jet form and follow Megatron. Shockwave followed later after he said in a calm voice, "**Insecticon**, attack."

Four Insecticons appear from the hole. Each have different insect-like armor. They attack Team Prime and the Tennysons. In anger of not knowing about the Cybertronain techs and Metroplex, Optimus Prime tackle **Hardshell** with force and the two titans engage in a tug of war. Bulkhead convert his arm into a mace and swung it at **Kickback** but he's too fast and nimble.

"Hold still, Kickback!" grunt Bulkhead. Kickback just glare at Bulkhead as he evade the attack, grab his arm and slam him against the ground. He got struck by Fembot and Acree's blasters. He turn around and face the girls.

"GRRRIIIII!" shriek Kickback as he convert into a wasp and charge toward Arcee.

"Duck!" exclaim Arcee as she quickly drop on her knees but Fembot failed to evade as she got hit and Kickback ram her into the plane. He try to impale her with his stinger but Fembot struggle to break free from his grip. She try jabbing Kickback's face but she only making him angry and tighten the grip on her waist. When Kickback was about to sink his stinger on Fembot's waist, Arcee grab his insect-like wing and slam him against the tank. "Stay down!" growl Acree as she fire her gun at his eye, shattering it.

"GRRRIII!" shriek Kickback and convert back to his robot form, place his hands on the ground and land a twirling kick that knock Arcee back before Kickback land on his feet. He convert his hands into stinger guns and drop in fighting stance.

"Of all Insecticon to fight, I got struck with you." moan Bumblebee as he & Wheeljack try to shoot **Airachnid** but she is too fast in her spider form and spray techno-organic webbing at Wheeljack, trapping him on the floor. While he's trap, she pounce Bumblebee and they crash on the warehouse. She stood on top of Bumblebee and she glare her eight red optics at Bumblebee's frighten blue optics.

"Why they call you 'Bumblebee'? You're not even a Insecticon." purred the seductive Insecticon.

"No, they called me that for many reason, such as I'm yellow with black stripes and my car doors act like wings on my back, but I can't fly of course. I'm also pretty handsome!" chuckle Bumblebee.

"Hmm, I can see that." smile Airachnid seductively. Bumblebee quickly punched her face and send her flying out of warehouse. He jump forward and convert into a car so he can ram her.

"Eat thread!" grin Bumblebee.

"Eat my webs!" snapped Airachnid as she fire her webbing and blinded the young Autobot. She convert into her robot form, grab the jet plane and swung it, colliding and sending Bumblebee flying and crashing through a row of planes until he collided against the tower. Airachnid sexually walk toward Bumblebee. Wheeljack broke free and attack Airachnid with his plasma lasso but she caught it with her spider leg, yank him toward her and swing a roundhouse kick, smacking Wheeljack down. Wheeljack jump up on his feet and try to attack her but she grab his arms and, using her spider legs, grab two tanks and slam them together on Wheeljack.

"Jackie!" exclaim Bulkhead. He try to help him but Hardshell won the tug of war and knock Optimus away. He convert into his rhino beetle form and tackle Bulkhead. He struggle to break free but Hardshell has him pinned down. Airachnid resume her sexy walk and kneel so she can gaze at Bumblebee's face.

"Need a hand?" ask Airachnid.

"If you're helping me to stand on my feet, I'll hold back." frown Bumblebee as he grab her hand than he yank her closer and ram his fist against her guts and fire his dual blaster, sending her crash against the tanks. "Not that I'm stupid enough to let you." smirk Bumblebee.

"Such a naughty boy." smirk Airachnid as she thrust her hands, converted into six-vented HMG and fire a rapid-shot laser bullets at Bumblebee, who quickly start running to evade the laser.

"Die die die! MWAH HA HA HA HA!" laugh the psychopath **Scratch** as he threw two energy blades at Road Block but he cross his arms and withstand the attacks.

"Nice try, but I'm gonna wipe that smirk off your crazy face." grin Road Block as he charge toward Scratch, and the latter respond the same. They collided and slide on the opposite position of each other.

"Now... You're dead! Heh heh heh!" chuckle Scratch.

"Oh? Than why am I still standing?" ask Road Block, who have an Energon sword extended from his right arm.

"Huh? ERK!" cringed Scratch as his whole body got slice 'n dice into pieces.

"Never mess with Ben 14!" chuckle Road Block.

"GRRII!" shriek Kickback as he blast Arcee and Fembot. Arcee didn't recieve damages but she fell on the mud and her armor got dirty, aside that, she stood up and check on Fembot, who was badly damaged.

"Are you okay, Gwen?" ask Arcee.

"Argh! Omnitrix, remove Lock Mode!" shout Fembot.

"LOCK MODE DISACTIVATE!" beeped the AI and Fembot slap her Omnitrix symbol and morph back into Gwen, healing her in the instant. She activate the Omnitrix, rotate the Omnitrix core as she select the holograms until she found a hologram of a sapient starfish-like alien. She slam the core and release a bright light.

The green sphere travel through her blood vessel as she became a green-highlighted silhouette floating in mid-air. Her cells start pulsing as she merged with the alien DNA. Her body turned X-ray and her forearms stretched into long claw on each hand with blade-like overgrowth on her elbows. Her forelegs stretched longer into blade-like form and her skull morph into a triangle-like shaped skull. Her ribcage gain a circular hole where she grew an extra eye. She wore the Omnitrix symbol on her waist.

"**Starblade!**" shout the Starsapien.

"Whoa. What kind of alien is that?" ask Arcee.

"Let's find out!" grin Starblade as she jump toward Kickback and start spinning like a spinning star. Kickback failed to see her coming and she sliced through Kickback's right arm and left leg than bore through his chest. Kickback got wide-eyed than fall on his face and exploded into pieces.

Optimus stood up, charge toward Hardshell, grab him and slam him against the ground. He convert into his robot form and throw a punch but Optimus caught it and ripped his hand off.

"ARGH!" scream Hardshell as he fall his knees. Optimus glare at him.

"Leave! Take your Insecticon and leave!" growl Optimus. Hardshell stood up and look at Airachnid.

"Airachnid, retreat!" shout Hardshell as he ran off. Airachnid cease-fire and look at Bumblebee.

"See ya later, Bumblebee. You hunk of metal." smile Airachnid as she wink at Bumblebee. She place her left hand on her hip and walk away to follow Hardshell. Bulkhead & co. gather up around Optimus.

"Optimus?" ask Road Block.

"Uh, I suggest to not even stand 2 feet near him." warn Arcee.

"Okay..." agree Road Block and Starblade.

-Autobot HQ-

Team Prime and the Tennysons return to the HQ via Ground Bridge, where the Alien Force return with Agent Fowler.

"So, did you stop Megatron?" ask Agent Fowler. Optimus Prime didn't answer as he remain in his vehicle form.

"He's venting steams." answer Bulkhead.

"I'll handle him. Optimus, come out now!" shout Ultima Maximus as he knock twice on Optimus' roof. Optimus convert in rage and slam his fists against the floor, shaking the whole room and cause the monitor to fall off and crash on the floor.

"Optimus, I needed that!" exclaim Ratchet.

"You lied to us! We agreed that any information of possible Cybertronain techs shall be informed to us!" growl Optimus.

"What are you talking about?" ask Agent Fowler.

"The Area 51, the base which housed extraterrestrial items and techs, contain two Cybertronain items, the Tachiyon Cannon, the AllSpark & our fellow Autobot, Metroplex!" boomed Optimus Prime.

"The AllSpark is here?!" gasped Ratchet.

"I never seen Optimus so angry." whisper Jack.

"Yeah." agree Miko & Raf.

"Optimus, calm down!" plead June.

"That was classified information-"

"Whatever! Copytrix, Lock Mode deactivated, switch to Mega Coil!" snapped Road Block. The Copytrix beeped in confirmation and morph into...

"**Mega Coil!**" shout Mega Coil as he land on the platform and connected himself to the computer. "Downloading Area 51's file... Files obtained! Tachiyon Cannon, no data needed. AllSpark: The source of Cybertron's powers, capable of producing Energon at maximums rate, can also turn any technologies into Cybertronain. Metroplex, one of few mega-sized Cybertronain, aside from **Omega Supreme**, **Trypticon **& **Tidel Wave**. More powerful than the two latter. Lasted seen using his own Energon fuel to powered the Ark. Arrived on Earth, thanks to the remaining Energon left on Cybertron than went into hibernation." explain Mega Coil.

"How did you do that?!" exclaim Agent Fowler.

"My alien form, Mega Coil, can hack into data files with ease, ignoring and/or destroying firewall than rebuilded them after I finished." answer Mega Coil.

"What's a Tachiyon Cannon?" ask Jack.

"It's a deadly weapon, capable of killing any life forms, sapient and non-sapient, in one, single shot." said Gwen with worried look.

"How did you know much about that weapon?" ask Wheeljack.

"We once have that weapon on our dimension. An evil Negative Galvanic Mechamorph, **Malware**, was the first to be destroyed by that weapon but also the first to survived it. He absorbed it and upgraded himself, giving him dinosaur-like appearance. I fought the upgraded Malware and I was able to protect myself from been killed by becoming a Galvanic Mechamorph named **Upgrade** than use my Conductoid form, **Feed Back**, to absorb the cannon's energy, fuel myself and destroyed Malware once and for all, along with the Tachiyon Cannon." explain Gwen.

"But now Megatron obtain it and will be unstoppable. None of this would have happen if you have told us about it!" growl Optimus. June stood forward and face Optimus.

"Optimus, please control yourself. Anger does not fix everything." said June softly. Optimus gaze through her eyes than took a deep breath and sigh. He left the Hanger 1 to be alone for a while. June went after him.

"Tech, what's the status on the town?" ask Mega Coil.

"We manage to drive off the DNAliens but they manage to kidnapped few people and turn them into DNAliens. If we can get our hands on the Xenocyte, Cooper & I, with Ratchet's help, will create a device to turn the DNAliens back to humans." said Tech.

"Mina & I will head to the old Energon mine with Bulkhead and Miko. According to Tech, it might be a possible place for a hatchery." said Rosy.

"Pierce, Kevin & I will head to Cybertron. There might be some gadgets that might help locate the AllSpark signal. Bumblebee, Wheeljack and Raf will lead us." said Manny.

"Okay, than Looma & I will go with Agent Fowler to the Pentagon and figure out the way to stop the Decepticon." smile Mega Coil as he morph back into Ben.

"I'll just stay here, in case the Highbreed find this base." said Gwen.

"Okay, Alien Force & Team Prime, move out!" cheered Ben as one by one, each teams head to different area from the Ground Bridge. For Cybertron, Tech upgraded the Ground Bridge, giving it the power of Space Bridge so Team B can teleport to Cybertron. As everyone left, Gwen decide to grab something eat and learn any new skills of her alien forms.

"Shall I lead you to the cafeteria?" ask Ratchet.

"No need, I'll smell my way there. Omnitrix Code 1211, Unlock All Aliens." smile Gwen. The Omnitrix beeped and show the holograms of all familiar aliens. She selected her favorite alien and slam the core down.

The green sphere travel through her blood vessel as she became a green-highlighted silhouette floating in mid-air. Her cells start pulsing as she merge with the alien DNA. Her arms become covered in pink fur with blue stripes, she gain tiger-like appearance, red-violet hair and wore her old uniform. She wore the Omnitrix symbol on her chest.

"Raarrrr!" roar **Wild Cat**.

"O-kay." said Ratchet as he resume his work with Cooper and Techno.

"Meow. *Sniff sniff*" Wild Cat start following the scent of roast beef to the cafeteria and left the hanger.

"Jack?" ask Arcee.

"Yeah?" he reply.

"How about that polish you promise?" ask Arcee sweetly.

"Sure, I'll get the sponge." smile Jack as he take a head start to garage. Arcee chuckle as she follow him, but she notice something is wrong with her body; she's not as strong as she used to be, she have difficulties of converting into her motorcycle, she can't run fast and, for unknown reason, she feel a sharp pain on her belly every 20 minutes. She shook her head as she think it was the damage from Kickback.

-Junkyard-

In the junkyard, where the humans dump the corpse of the Predacon, an evil figure approach the behemoth robot. He place his black/red claws on the Predacon's face and chuckle evilly.

"Ahh, such technology! I never seen a techno-organic life form such as this before! Now I will upgrade to 100 fold!" laugh an evil electronic voice. Suddenly he became a black blob with red stripes and consume the Predacon's body than the blob form into a 60-feet tall mechanical Godzilla-like monster with one eye and a gaping mouth. The inside is yellow.

"Prepare yourself, Gwen Tennyson! I, the newly upgraded Malware, will finally destroy you and obtain the ultimate price, the Omnitrix!" laugh Malware evilly.

**Axle- Malware got LEVEL UP!**

**Ben- He's even worse than the one from _Showdown Part 2 of Ben 10 Omniverse_.**

**Gwen- Didn't I just obliterated him?!**

**Axle- Who love the combined team of Alien Force & Team Prime? What will Megatron do with the Tachiyon Cannon? What does the Highbreed want the AllSpark and Metroplex? Than be ready for the next chapter. Please leave reviews.**


	22. Old Foe, New Threat

**Chapter 22: Old Foe, New Threat**

**Axle- I don't know how to be play poker or Gin Rummy.**

**Gwen- Than let's play chess.**

**Looma- Axle, shall I send in the next chapter?**

**Axle- Sure, send it in.**

**Gwen- Checkmate!**

**Axle- Huh? HEY! No fair, you cheated! I was distracted!**

**Disclaimer: Axle doesn't own neither Ben 10 nor Transformer: Prime characters.**

**Kevin- That strange things happening on Arcee, is she gonna ha-**

***I toss a book and smack Kevin's face. Now that's what I call 'Facebook' :P***

**Axle- Don't spoil it, Kev. Let the readers find out!**

Team A has arrive at the old Energon mine, the same mine where they found Cliffjumper's corpse, revived as a zombie by the Dark Energon. Team A are Ma'Dow "Rosy" Shard, Mina Aquamarine, Bulkhead and Miko, who was wearing the Cybertronain armor she stole from Starscream.

"Shhh... Be very, very quiet. There's the hatchery nearby." whisper Rosy.

"Remember Rosy, stay in your crystal form. I heard the Xenocyte cannot possesses Petrosapien." recommended Mina.

"Okay. I'm sure Miko is safe inside that armor." smile Rosy as she turn her skin into crystal.

"Shall we make an entrance?" ask Miko in a serious tone. They nodded and they charge toward the DNAliens. The DNAliens saw Team A and start shooting at them but the laser bounce off Rosy's crystal skin and Bulkhead & Miko's armor. Bulkhead converted his hand into mace and slam it against the ground, sending DNAliens away. Miko use her martial arts skill to bash all the DNAliens while Mina use her sharp teeth and ripped the Egg Machine apart. She found the eggs and grab two of them.

"Mission completed!" grin Mina.

"Okay. Ratchet, Ground Bridge us out." order Bulkhead. The green portal appears near them and, as they exit through the portal, Rosy summons four giant crystal shards and tosses them to the ceiling, causing a cave-in and destroyed the hatchery as she followed the other.

-Cybertron-

Team B, formed by Manny Armstrong, Pierce Wheeler, Kevin Ethan Leven, Bumblebee, Wheeljack & Raf, who's wearing a spacesuit, since Cybertron's atmosphere is not suitable for humans.

"So this is Cybertron? Not much of great place, huh?" ask Kevin.

"_Bee Beeyow Beeow..._" sigh Bumblebee.

"He said that was the result of many eons of civil war between the Autobots and the Decepticon." answer Raf.

"So where are Ratchet's old lab?" ask Manny.

"Over there, across the ruins." said Wheeljack. For better travel, Wheeljack & Bumblebee converted into their vehicle forms and carried the Alien Force and Raf across the ruined city.

-Pentagon-

Agent Fowler arrive at the Defense Department with Ben 14 & Looma. Ben & Looma gaze around in awe than the security guards surround them.

"Halt! What are you doing here?" ask the security guards. Ben ready his hand to slam the Copytrix core and Looma is about to remove her ID Mask but Agent Fowler stop them.

"Stand down, they're with me." said Agent Fowler. The guards stand down and let them pass.

"You guys are lucky." grin Ben.

"Agent Fowler, what's the status?" ask the General.

"The Decepticons stole the Tachiyon Cannon from Area 51 and the AllSpark & a giant Autobot were stolen by the extraterrestrial. Team Prime lost our trust for not telling them about these 3 items." explain Agent Fowler.

"*sigh* I was afraid of that." said the General.

"Hey, does these computers have the information about the Decepticon." ask Ben.

"Yes they do but it's classifies." said the General.

"Don't bother me with classified information. I'm a Plumber and I want every info my fiancé & I need. So excuse me while I work my magic. Looma, shall I use Mecha Merge or Mega Coil?" ask Ben.

"Can Mega Coil download all computers' file?" smile Looma. Ben gave a sarcastic grin and slam the Copytrix core. He morph into...

"**Mega Coil!**" shout Mega Coil. Everyone in the room panicked in fear by Ben's transformation. All the guards open fire at Mega Coil but Looma remove her ID Mask and protect her beloved as the bullets bounce off her red skin.

"Aliens?!" gasped the General.

"Easy, sir. They're the Alien Force. They came here from another dimension to stop these extraterrestrial that are attacking the civilian. They called them the DNAliens." explain Agent Fowler. Mega Coil downloaded all info about the Decepticon and discovered something that shock him.

"Agent Fowler, where did you dump the Predacon my team destroyed?" ask Mega Coil.

"In the junk yard. Why?" ask Agent Fowler.

"It got reactivated and was combined with a... A Galvanic Mechamorph!" exclaim Mega Coil.

"What?" exclaim everyone.

"What is this Galvanic Mechamorph?" ask the General.

"They're techno-organic alien that can merge with any technologies and upgraded them. If they merge with a tank, the tank can now blow up Hoover Dam with one shot." explain Mega Coil.

"That's not good." said the General.

"And this one has merged with the Predacon & he's... We must return to base and warn Optimus Prime!" exclaim Mega Coil. They nodded and exit the base & return to base.

-Autobot HQ-

Optimus Prime stand on the hill, outside the military field as he watch the sunset. Than he heard someone calling his name. He look down and saw June.

"Optimus? Are you okay?" ask June.

"No, I'm not." sigh Optimus.

"Will you tell me about your home?" ask June as she become worried.

"Cybertron...is much like Earth's civilization. We live in peace and harmony until a war broke out. The Decepticon battle the Autobot for the right of Energon, our source of energy and life. I was a history clerk. I was never a soldier but I study the art of war, tactics, strategy, and knowledge of weapons & fighting skills. Later on, I discover that my brother, Megatron-"

"Megatron is your brother?!" exclaim June.

"Well, we form a close friendship than we begin to treat each other as brothers. He later got captured by the Decepticon and placed him on a colusem where he won and earn the title of the Decepticon leadership. That's when he changed into what he is now. When I heard what happen, I try to reason with him but he blasted me into a pile of rust metal. However, I was rebuilted and gain stronger armor, which protect me from Megatron's cannon. Many years later, Megatron killed Zeta Prime than I was promoted, against my own will, as a new Prime."

"So they made you the Autobot leader, because of your strong courage & wisdom, right?" ask June. Optimus smile and nodded.

"Since Cybertron can't support the war no more, I took the Matrix of Leadership into my spark and we fled in the Ark but the Decepticon followed us into the wormhole and crashed here on Earth." sigh Optimus.

"Sometime, I understand you still love your brother and didn't have a heart to kill him, even if he deserve it. I suffer much when my husband left me and I have to raise Jack all by myself. It was a hard struggle but now Jack found someone in his life. I guess I should be happy..." said June. Optimus notice tears in her eyes and drop on his knee. He slide his index finger under her chin and tilt her head up.

"I understand your pain. The reason I'm angry because I wanted all Cybertronain technologies to be safe from the hands of those who might misuse it and they promised me to informed my team for possible evidence of Cybertronain techs but they decided to not tell me about the Tachiyon Cannon, the AllSpark & Metroplex. I don't know if I can trust them again." mutter Optimus.

"You can trust me." said June as she hold on to Optimus' hand. "Just as I trust you to take care of my son on your mission." They stay gazing each other's eyes/optics. Optimus pick up June until she's within 4 inches from his face. They lean closer and was about to kiss until they heard Arcee's scream, coming from Hanger 3.

Optimus carry June in his hands gently and they head for the Hanger 3 to see what's wrong with Arcee.

In the cafeteria, Wild Cat was eating her lunch with Helen, who just stay behind because she's hungry, until they heard a scream so Wild Cat slap the Omnitrix symbol and morph into...

"**XLR8!**" shout the Kineceleran and dash out of the cafeteria & head to Hanger 3 with Helen.

In the Control Room, Cooper & Techno heard the scream and Cooper decide to investigate while Ratchet & Techno continue to build a gadget.

-Hanger 3-

"AAAAHH!" scream Arcee as she clutched her stomach with her hands and fell on her knees.

"Arcee, what's wrong?!" ask Jack, who's very worry about the sudden pain Arcee is receiving.

"I don't know! I was alright but this pain is... Argh!" groan Arcee.

"What's going on?" ask Optimus as he enter the room with June.

"Hey, what's all the screaming?" ask XLR8 as she arrive with Helen than morph back into Gwen.

"What's happening?" ask Cooper.

"I don't know! I just finished polishing Arcee than she start screaming in pain." explain Jack.

"I think it was the effect of Kickback's attacks." moan Arcee.

"Let me search you, Arcee while Cooper read your interior." said Gwen as she selected a hologram of a tall figure and slam the Omnitrix core down, morphing into...

"**Upgrade!**" shout the Galvanic Mechamorph and merge with Arcee while Cooper use his mutant power to scan her interior. They both discovered something. Upgrade's head pop out from Arcee's shoulder.

"Optimus, she's okay. There's no damage on her armors or anything." said Upgrade.

"But one question; does the Cybertronain have two Energon sparks?" ask Cooper.

"No, we do not." answer Optimus, who got puzzled by that question.

"Well, I detected a secondary Energon spark in her stomach area." said Cooper.

"She's pregnant?!" exclaim June but with a wide smile.

"pregnant?" ask Arcee & Jack.

"Jack, when did you...'mate' Arcee?" ask Upgrade.

"Uh, well, um... Two months ago?" ask Jack with a shrug. "B-But I have a perfect explanation for this, Mom! You see-"

"Forget it." smile June.

"Since she's Cybertronain, the pregnacy take two months and now she's in labor." said Upgrade.

"Labor?!" exclaim Arcee than she start screaming in sharp pain.

"I'll get Ratchet." said Helen as he left.

-Few minutes later-

"By the AllSpark! How can Arcee become pregnant?!" shout Ratchet as he barge in the room.

"Ratchet, you're a doctor, right?" ask June.

"I'm a medical officer, not the type of doctor who deliver babies!" scoff Ratchet. "But I still demand to know how did you get pregnant?!" shout Ratchet in shock. Arcee & Jack look at each other and Arcee come clean.

"Remember that upgrade you made for Sadie but I turn them down because I don't want to attract human male? Well, while you were all power-down, I snuck in your lab and install the upgrade myself. Than I call Jack to meet me in my quarter. We were just kissing and cuddling until I gain an unusual urge that I push Jack on the floor and, by transforming into my motorcycle form, I used Sadie and have her stripped off her outfit...and...well, it just happen so fast." explain Arcee in a worried tone, afraid what will June, Optimus & Ratchet will say to her.

"So you use Sadie to mate Jack?!" shout Ratchet.

"Calm down, old friend. Since Sadie was part of Arcee, and with the upgrades, she mate Jack and that's prove how she got pregnant." said Optimus.

"Well, I would have Jack grounded for the rest of his life but what the heck. You can't control their love and their sparks want what the spark want, right Arcee?" smile June. Arcee nodded but she start cringing in pain.

"Okay Ratchet, good luck!" smile Upgrade as she jump off Arcee's body.

"But I don't know how!" shout Ratchet again.

"AAAHHH!" scream Arcee.

"Don't worry, Ratchet. Cooper & I will help." smile Upgrade.

"Really? You and me working together?" ask Cooper with hope.

"Don't push it." frown Upgrade as she slap the Omnitrix symbol and morph into...

"**Grey Matter!**" shout the orange-haired Galvan wearing her old uniform and wore the Omnitrix's symbol on her chest.

Back in the Control Room, Team A, B & C return from their mission. Team A brought two Xenocyte eggs.

"We got the eggs, Techno." smile Rosy.

"Good. Put them in that tank." said Techno as he point at the container without halting his work.

"Okay." chimed Rosy & Mina as they place the eggs in the container.

"We totally rock! Right, Bulkhead?" squeal Miko. Bulkhead chuckled and look over his shoulder to see Team B arriving.

"So did you guys find Ratchet's techs?" ask Bulkhead.

"Yep, we found Ratchet's old Energon tracker. It have the AllSpark energy data in it." smile Wheeljack.

"_Bee Beeyow Boop!_" said Bumblebee.

"What's a **Terrorcon**?" ask Techno while he still working on the computer.

"Dead Cybertronain brought back to life by Dark Energon." answer Raf.

"Place the tech next to me." said Techno.

"Tech! Where's Optimus? We have something terrible to tell him!" ask Ben.

"I think he's in the hanger next door, why?" ask Techno.

"A Galvanic Mechamorph has merged with the destroyed Predacon!" shout Looma. Techno stopped of what he's doing and face Ben & Looma in fear.

"What? A Galvanic Mechamorph...here?!" ask Techno. Then they heard a scream from Arcee.

-Hanger 3-

"AHHH!" scream Arcee even louder.

"Arcee, grab something to hold on so you can withstand the pressure." advise Grey Matter.

"Optimus! We have a- What's going on?" ask Ben.

"Arcee's having a baby." smile June, who is sitting on Optimus' shoulder.

"Well, anyway, Optimus, we got-"

"AAAHHHH!" scream Arcee as she clutch on Ratchet's power drill and crush it into pieces.

"ARCEE, I NEEDED THAT!" shout Ratchet.

"AAAARRRGGHHH!" Arcee scream even louder than a baby cry filled the hanger. Everyone look at Grey Matter, who slap the Omnitrix symbol and morph back into Upgrade. She pick up something and hold it up so everyone can see. It's a baby Cybertronain.

"Judging from my Galvanic Mechmorph's knowledge, it's a girl." smile Upgrade as she brought the baby to Arcee. Arcee gently hold her newborn baby in her arms. **(A/N: Baby Cybertronain has liquid metal-like skin so they're bit fragile like the Human baby.)**

"Ooh, she's so beautiful." cooed Arcee.

"Ooh, I'm a grandmother now." squeal June as she hugged Optimus' face and kiss his metal cheek. Optimus got wide-eyed than smile.

"Of all the eons, I never thought I get to see a baby Cybertronain until today." said Optimus. Miko and Helen look at Arcee's baby.

"OH DEAR LORD, SHE'S SO ADORABLE!" squeal Miko & Helen. Jack walk next to Arcee and smile. Arcee lower her baby so Jack can pick up and hold his new daughter.

"Wow... I'm real nervous here. But happy too. Our daughter... What should we name her?" ask Jack as he hold the baby in his arms.

"How about... **Sadie**? Since my 'Sadie' is just the human version of myself." smile Arcee.

"Than Sadie it is." smile Jack. Sadie start cooing and rubbed her eyes with her little hands.

"Ben, what did you find?" ask Optimus.

"Huh? Oh right! The Highbreed are using the AllSpark to turn all of their technologies into Cybertronain, including the weather towers!" shout Ben in fear.

"What?!" exclaim Optimus in anger.

"Even worse, A Galvanic Mechamorph has merged with the broken-down Predacon and he was heading toward the Decepticon!" exclaim Ben.

"Oh no... Malware..." gasped Upgrade as she morph back into Gwen.

"Malware?" ask everyone.

"This is impossible... I destroyed him as Feed Back. How did he survived?!" gasped Gwen in horror. She looks like she's going to have a heart attack.

"Optimus, what make Megatron powerful?" ask Looma.

"He absorb the Dark Energon. Why?" ask Arcee.

"If Malware absorb Megatron, he'll upgraded himself to 100 fold, becoming even more powerful. And the galaxies are doomed if..." Gwen pause for a minutes and everyone got worried.

"If what?" ask Bulkhead & Wheeljack.

"He'll absorb Metroplex & AllSpark & become an unstoppable demigod." Gwen finished her explanation. All the Autobots become shocked and horrified of that news.

-Nemesis, Decepticon's Spaceship-

"Shockwave, how's the repair of Tachiyon Cannon?" ask Megatron as he grew impatient.

"It's finished, Lord Megatron. Now we'll-" Shockwave was interrupted by an explosion. All the Vehicons check the hallway as it was filled with smoke.

"What's going on?!" shout Megatron.

"Decepticon, who is it?" ask Starscream. Suddenly the Decepticon start shooting at something but than the laser fires was replaced with their screams. One of the Vehicon ran toward Starscream in panick than a black/red hand shot out of the smoke and grab his head. The Vehicon got covered in red line than turn into dust. Emerging from the smoke is Malware with the Predacon's appearance.

"What are you?!" ask Starscream.

"I am Maleware. Such techno-organic beings you are, but all I want is Megatron." chuckle Malware.

"What do you want, weakling?" scoff Megatron.

"Hmph. I thought you're stronger than me, but I'm interested with the Dark Energon. Since they're in your veins, I'll download them!" growl Malware as he fire his tentacle and impale Megatron's chest. The red line turn dark purple as he download Megatron's Dark Energon. Megatron rip his tentacle off. "Such powers! I never felt this energy before! Now I'll absorb the PredaKing." grin Malware as he hold up the PredaKing behind him and absorbed him.

"GGRRRRAAAAAGGGHHH!" roar Malware as he grew larger & larger, causing the Nemesis losing altitudes, heading toward the Autobot HQ.

-Autobot HQ-

"Optimus, Decepticons heading toward us!" shout Ultima Maximus.

"Are they attacking?" ask Optimus.

"No, they're losing altitude!" answer Ultima.

They exit outside and saw the Nemesis crash on the wasteland and slide across the ground until it stopped. The roof of the ship burst open and emerge Malware, who gain PredaKing's appearance and grew two large wings & a long tail.

"MWAH HA HA HA! Who would have thought I find a planet filled with powerful techno-organic beings! I sense more technologies somewhere." chuckle Malware.

"MALWARE!" shout Gwen.

"Gwen Tennyson? What a surprise to see you here." grin Malware.

"I will destroy you just like I did before!" growl Gwen as she activate her Omnitrix.

"I have no time for you because I need more upgrades before I take the Omnitrix." scoff Malware.

"I will destroy you!" snapped Gwen. Malware grin evilly than his eye start glowing. He fire a powerful energy cannon at Arcee, who is holding Sadie in her arms.

"AH!" scream Arcee as she duck and protect her baby.

"ARCEE!" gasped Jack.

"NO!" shout Gwen as she slam the Omnitrix core.

The green sphere travel through her bloodstream as she became a green-highlight silhouette floating in mid-air. Her cells start pulsing as she merged with an alien DNA. Her body turn black/dark blue, grew four antennas and have one eye. She have plugs on her antennas, fingers and tail. She also have golden bolts on her arms, shoulders, waist & hips. She wore the Omnitrix on her chest.

"**Feed Back!**" shout the Conductoid as she jump in front of Arcee and cross her arms as her antennas extended forward and absorb the energy beam. The ground start cracking as she absorb it. "What come around goes around!" grin Feed Back as she finished absorbing and thrust her hands forward, firing two super-charged electrical beams. It struck Malware as he block it but he grunt in pains. Feed Back release a bright green light and morph into...

"**Battlefly!**" shout Battlefly as she dash toward Malware and throw a kick. Malware caught her and blast her with his fire breath. She fell on the ground and morph back into Gwen.

"Gwen!" gasped Kevin & Cooper.

"That's it!" growl Ben as he thrust his hands and fire a powerful mana wave but Malware deflected it.

"Nice try, fools. Thanks to the PredaKing, I can upgraded my offsprings!" grin Malware as he toss four spheres and they morph into Negative Galavanic Mechamorphs, armed with electrical powers, jack hammer punches, laser cannons and/or arm blades.

"Stop them, my legion!" chuckle Malware as he flew away.

"Alien Force, stop them!" order Ben as he activate the Copytrix and slam the core down.

The blue sphere travel through the blood vessel as he become a blue-highlight silhouette floating in the air. His cells start pulsing as he merged with an alien DNA. His body turn X-rayed and release a bright light. He's now an alien with green-glowed body with visible skeleton. He have armors on his knees, elbows, shoulders, chest and lower body. He wear a mask and wore the Copytrix symbol on his left shoulder.

"**Atomix!**" shout the new alien.

"Let's go!" smile Looma as she remove her ID Mask. The duo charge toward the first Mechamorph while the others tackle the rest.

Looma grab the Electrical Mechamorph and slam her knee against its back. She lift it up and throw it at Atomix, who grab its face and release a huge surge of acid energy, turning it into a pool of black liquid.

Helen & Pierce combined their attacks against the second Mechamorph; Pierce throw three quills at it, stunning it than Helen run around it, creating a tornado and send it flying upward. Pierce jump up, wield two lances and impale it against the Mechamorph's torso and slam it against the ground.

Gwen recovered and stood up, just to see Kevin enlarge his fist and slam it against the third Mechamorph, sending it flying. Gwen quickly slam the Omnitrix core and release a bright light.

The green sphere travel through her blood vessel as she become a green-highlight silhouette floating in mid-air. Her cells start pulsing as she merged with an alien DNA and release a bright green light.

"**Buzz Shock!** Heh heh heh!" giggle the little Nosedeenian. She thrust her hands and fire a surge of electrical bolts, zapping and defeating the Mechamorph.

Manny grab four guns and instantly defeated the last Mechamorph.

After short battle, Megatron emerge from the ship.

"Prime?!" growl Megatron.

"Megatron, what happen?" ask Optimus.

"That intruder has absorbed PredaKing and almost destroy my ship! He even absorb some of the Dark Energon!" snapped Megatron in rage.

"Guess that's why he turn purple." scoff Techno.

"Lord Megatron, the creature is heading toward the AllSpark." said Shockwave as he and Soundwave emerge from the ship, dragging Starscream with them.

"The AllSpark?! That was rightfully mine!" roar Megatron.

"Megatron, if that creature, Malware, absorb the AllSpark, he'll become more powerful than **Unicorn**." explain Optimus.

"Don't tell me we have to team again, Prime?! That thought sicken me!" growl Megatron.

"I know. But we have no choice so we must fight as a team." said Optimus.

"What do you suggest Shockwave?" growl Megatron.

"It's seems, as I hate it, we have to team up with the Autobots and these humans." groan Shockwave.

"Fine, but only this once!" boomed Megatron.

"Alright, let's chase down Malware." order Optimus.

**Axle- Part 2 finished and I'll send in the new chapter. Atomix belongs to someone else. I'm just borrowing it so the credits goes to the creator of Atomix.**

**Ben- Hey, I hope everyone has new aliens idea for us. I can't wait for the reviews of each and every one of you Ben 10 loving guys and girls!**

**Gwen- Including you two, the autor of Ben's Twin fanfic and Lydia the Tigeropean. Oh! And we love your Medabot fanfic! *Thumbs up***

**Kevin- Gin.**

**Looma- Shoot! There goes my 50 Earthling dollars.**

**Kevin- How about arm wrestling?**

**Looma- *evil grin* Now this, I will win, with three hands behind my back!**

**Axle- Please leave reviews, I don't mind having so many reviews, I just want to know if you like my fanfic! XD **


	23. Ultimate Battle

**Chapter 23: The Ultimate Battle**

**Axle- Popcorns ready!**

**Ben- I got the nachos!**

**Kevin- I have the pizzas.**

**Gwen- I can't wait for the turn out of this chapter.**

**Disclaimer: I don't own any Ben 10/Transformer Prime characters.**

The Alien Force, Autobots and Decepticon went through the Ground Bridge, after Ratchet lock on the AllSpark signal, and Arcee stay behind as her strength was stabbed from her labor. Jack & the others stay behind too. They arrive at the wasteland where the Highbreed's base are. However, they use the Null Void Projector to escape since Malware has started battling Metroplex, who got reactivated by the AllSpark.

"He needs our help!" shout Optimus. He equipped himself with jet turbines on his back and flew ahead. The Autobots & Decepticons, along with Vehicons and two Insecticons, join with him along with the Alien Force. As they arrive at the battle field, Malware slam his fist against Metroplex's face then fire his flame breath, blasting him into the ground. Optimus flew up next to Metroplex.

"Metroplex!" exclaim Optimus.

"OPTIMUS PRIME. REQUIRE CAUTION. UNKNOWN BEING ABSORB UNICRON'S REMAINS. METROPLEX SUFFER 75% DAMAGES." explain Metroplex.

"Rest, old friend. We'll take him from here!" growl Optimus as he was about to charge toward Malware but he slap him away.

"Pathetic! You can't beat me!" growl Malware.

"Autobots! Open fire!" order Optimus as he wield the gatling gun and open fire.

"Descepticon! Destroy him!" shout Megatron. They all open fire and damage Malware but he continue walking toward them

With combined attacks of the Autobots and the Decepticons, Malware got blasted to pieces but he regenerated and slam the Alien Force away. He grab Techno and start corrupting him.

"You're out of your league, hatchling!" growl Malware.

"Let go! RAAGHH!" shout Techno as his sunglasses shatters and his eyes discharge a powerful laser, blasting Malware's face off and force him to let go.

Helen run ahead, grab Techno and retreated back before Malware, who regenerated his head back, attack them.

"Gwen, Ben, we can't land a damage on him! Use your alien forms!" shout Helen. The Tennyson nodded and spun their watch's cores & slam it down.

The green/blue spheres travel through their blood vessel as they become green/blue silhouette floating in mid-air. Their cells start pulsing as they merged with an alien DNA.

Ben's body disbursted and became a creature made of muscular mass with one eye. He wore the Copytrix on his left chest.

Gwen's body turn X-rayed and start growing gigantic, her mouth stretched into muzzle and grew a long tail.

"**Muscleman!**" boomed the new alien.

"**Titanosaurus!**" roar Titanosaurus, who quickly grew 60-feet tall. She took the first move and tackle Malware. She start ramming her knee against Malware's torso. Malware swung a punch at Titanosaurus than grab her head & slam his knee against her breast.

"GAAHH!" scream Titanosaurus. Malware hammer toss her into the weather tower, sending it falling into the ground.

"Ah, the weakness of the female. Pathetic." scoff Malware.

"Hey Malware!" shout Muscleman.

"Hmm?" Malware turn around and face Muscleman, who was charging toward him.

"Batter up!" Muscleman's right arm expanded to giant size, swing across the ground that he bore through it and ram his fist against Malware. Malware went flying and crash into the mountain. "OH YEAH! This alien is awesome!" Muscleman made a fist pump as he saw his alien form's ability.

"GRAAH!" roar Malware as he burst out of the mountain. Titanosaurus revert back into Gwen and clutch her breast in pain. Muscleman expanded his legs x 2 larger and made a powerful leap. He dive down toward Malware and, increasing his arms to giant size, he swung his arms down and slam Malware down hard, creating a huge crater. As the dust cloud subside, Malware & Muscleman engage in the tug of war.

"You're strong, Anodite! But not strong enough!" hiss Malware as he crush Muscleman's hands.

"Argh! Oh yeah! Than try this!" Muscleman's arms grew gigantic, triple time this time and crush Malware's hands.

"GRAAAH! That's it!" snapped Malware as Energon swords emerge from his arms and impale through Muscleman's arms.

"GYYYYYYAAAAAAAAGGGHHHH!" scream Muscleman.

"Take this!" grin Malware as two Energon cannons & the Tachiyon cannon emerge from his chest. He fire all but the Tachiyon cannons repeatedly, blasting Muscleman to near death.

"Ugh... gack... HACK!" gagged Muscleman as he drop on his knees.

"Now die." grin Malware as he charge up the Tachiyon cannon.

"BELOVED! NOOOO!" scream Looma as she grab the huge broken door, made a mighty leap and block the Tachiyon Cannon's attack but it was too strong that it pushed her hard and ram her against Muscleman, in turn send them both flying into the buildings. Muscleman revert back into Ben and Looma fell unconscious. Ben check on Looma.

"Looma... LOOMA!" panicked Ben as he try to wake Looma. She open her eyes and smile at Ben as Ben wrapped his arms around her enormous body.

"I'm glad you...still alive..." smile Looma.

"Oh Looma, don't do that." sigh Ben as he kiss her deeply. Malware walk toward the couple but got blasted by Optimus Prime and Megatron's attack.

"Blasted! You Cybertronain are getting on my nerve!" growl Malware.

"You will not absorb the AllSpark, Malware!" shout Optimus.

"The AllSpark is MINE!" shout Megatron as he charge toward Malware and Malware swung his punch. Megatron evade it and slash his arm off with his sword. Malware slam his fist against Megatron but he counter by slashing his arm in half. Malware belch fire blasts at Megatron but he is too fast than ram his punch against Malware. He start pounding Malware with multiple punches while Malware stagger back by every blows. Than Megatron bore his cannon into Malware's mouth and fire his cannon, blasting Malware's whole body apart until only his forelegs remain.

"Whoa..." gasped the Alien Force.

"No one can defeat MEGATRON!" shout Megatron in victory.

"Oh no... MEGATRON, GET OUT OF THERE!" shout Techno.

"Don't order me, worm!" scoff Megatron. Suddenly the forelegs lash out tentacles and grab Megatron. It lift him up high as Malware's body start regenerating.

"Let go!" snapped Megatron as he struggle to break free and start firing his cannon around. Malware got fully regenerated and absorbed Megatron. Malware start growing until he's 75-feet tall and then he start absorbing the Unicorn's broken arm, growing bigger until he reached 200-feet tall and gain a giant left arm.

"Ha ha ha! That fool really think he can defeat me? Now I have absorb more technologies and gain full powers of Dark Energon! MWAH HA HA HA!" laugh the newly transformed Malware.

"Megatron!" gasped Optimus Prime.

"He's gone! Once he absorb technologies, it's gone forever." sigh Techno. Shockwave & Soundwave was shocked and Starscream gave a silent grin.

"Malware, you killed enough lives today. I will stop you right here, right now!" growl Gwen as she activate the Omnitrix and slam the core. She release a bright light and morph into...

"**Way Big!**" shout the To'kustar, whose color scheme are now dark blue/black and have green eyes.

"I'm joining with you, Gwen." frown Ben as he transform into his Anodite form than he start growing bigger until he's Way Big's height.

"Whatever, I will kill you both and take the Omnitrix!" laugh Malware as he charge toward Way Big & Ben.

Way Big & Ben engage two-against-one battle against Malware. Because he gain the Dark Energon, Malware proven himself to be too powerful. Ben try to blast him with mana bolts but he withstand it and throw a powerful punch against his guts.

"Ugh! Grrr... Take this!" shout Ben as he throw a punch against Malware's face. He stagger back and remain on his feet.

"That's doesn't even tickle me." scoff Malware. He morph his large arm into four Energon swords and start spinning in 360º rotating. He move so fast that Way Big & Ben can't see him as they got bashed and slashed by Malware. Way Big drop in defense stance and caught Malware but got pushed backward and crash against the mountain. Way Big struggle on her feet as she glare at Malware.

"Grr..." groan Way Big.

"You'll never defeat me, Gwen!" laugh Malware.

"Gwen, will you tell me how did you two met?" groan Ben.

"It happen 4 years ago. My Omnitrix got malfunction and I was trapped in my random alien forms. So Grandpa, Kevin & I went to Planet Galvan Prime for Azmuth's help."

-_Flashback, Planet Galvan Prime-_

In Azmuth's lap, Azmuth and his two assistants, Myaxx and a Galvan named **Albedo**, were building something. Than they heard the Galvan clamoring and Max's voice.

"I gotta see Azmuth!" shout Max. The door open and Max step inside with the Galvans on him, trying to hold him back. "Azmuth! I can't wait anymore! I sent you 5 messages and you postponed them!"

"I'm busy." said Azmuth.

"But you got to help me." plead Max.

"Azmuth said he's busy, Human. Take it and leave it." scoff Albedo.

"Than take this. One of you must help Gwen. The Omnitrix got malfunction and she got trap in one of the aliens in weeks. I haven't had a good night sleep in months." explain Max.

"Minor problem. Come back in two years." said Azmuth. Than a black/blue blur appear and stood next to Max.

"So, did he said 'yes'?" ask 11-year-old **XLR8**.

"No." groan Max. 12-year-old Kevin arrive and start catching his breath.

"Hey, if the old Galvan refuse to help, than I'll break something." growl Kevin.

"I'll handle that." grin XLR8 as she dash toward one of the devices and mess around with it. Than it exploded.

"Hey!" exclaim Azmuth.

"Oops, sorry." smile XLR8 innocently.

"Not so funny when she mess around with your techs, huh?" grin Kevin.

"Oh fine." groan Azmuth. He climb his way up to XLR8 and hit the Omnitrix's symbol. She release a bright green light and she morph back into 11-year-old Gwen.

"Oh finally." sigh Gwen.

"You know, I almost forgot how cute you are." smile Kevin.

"Than here's a reminder. OOH BABY!" chimed Gwen as she strike her sexy pose.

"Oh, now it's coming back." grin Kevin. Max took Kevin & Gwen outside of the room.

"Stay here, while I talk to Azmuth." order Max. Than he head back to the lab. Gwen look at Kevin and motion him to come closer. Kevin sat next to Gwen and she sit on his laps.

"Give me a kiss, Kevin." smile Gwen. Kevin lean closer and press gently on her lips. Outside of the Galvan's city, a meteor of some kind crash in the green lake. Than emerge a skeleton-like Galvanic Mechamorph with yellow stripes. A Galvan guard fly up to him.

"Halt, Galvanic Mechamorph Subspecies. You're trespassing in the unauthorized area and- URK!" gasped the guard as the yellow Mechamorph grab him than his armor is slowly getting rusted. He pull him closer so he can glare right at his eyes.

"I am NOT a Subspecies!" snapped Malware. Then he created two jet propelled wings and throw the Galvan into the water. He discharge flames from his feet and fly his way into the city. The guard pull his arm closer to his face and mutter in weak voice.

"Alert... Galvanic Mechamorph Subspecies entering the city..."

Malware arrive at the city and crash into the ground. He stood up and retracted his wings. He walk through the city as he pass his sharp claws on the mushroom-shaped houses, causing them to exploded in flames.

Gwen & Kevin stopped their romantic moment as they saw rising smoke from the city.

"What's going on there?" ask Gwen. Kevin absorb the concrete from the wall and morph his hand into a spiked mace.

"I don't know but we better check it out." said Kevin.

"Okay!" grin Gwen as she activate her prototype Omnitrix and slam the core down. She release a bright light and morph into...

"**Grid Master!** Let's go, Kevin!" grin Grid Master.

Meanwhile in the city, Malware start smashing every buildings in his path than suddenly he got blasted by a laser beam, knocking him back but he grind his claws on the building to halt. He glare ahead to see the Ultima Grid and a young Osmosian. Grid Master toss Kevin at Malware and he tackle him down. He start punching his face but Malware grab him and slam him against the ground. Kevin counter by lift him up and hammer toss him to Grid Master. She land a powerful punch against Malware's face, sending him flying away but he recover on his feet and skid to halt.

"Azmuth! I'm coming for you!" hissed Malware as he ripped the roof off and tosses it at Grid Master. She punch it and shatter it to pieces.

"I don't think so!" grin Grid Master. While the Galvan troops fire at Malware, Malware & Grid Master engage in tug of war. It ended in a draw but Grid Master caught Malware's punch and a Heat Blast icon appears in her monitor face. She thrust her left hand and blast Malware with her flamethrower-like blast but has no effect.

"Pathetic." scoff Malware.

"I'm just warming up!" smirk Grid Master as she lend her arm back, spun her fist than ram her fist against his face, sending him flying but he grind on his feet and charge toward Grid Master. Kevin jump toward Malware and slam him down hard. Malware growl in frustration and punch Kevin away, sending him crashing through Azmuth's lab window.

"Kevin?! What happen?" ask Myaxx.

"See for yourselves." grunt Kevin as he point his thumb backward at the broken window.

"You ask for it, mister!" A XLR8 icon appears on her face and she charge toward Malware at supersonic speed and start landing multiple punches. She sweep kick Malware off his feet, she punch Malware into the ground than a **Frostblight** icon appears on her face. She glare at Malware and he got frozen in block of ice. She jump up high, **Unitaur** icon appears on her face, create a lance and thrust her lance at Malware, firing energy beam that release an explosion once it impacted the Mechamorph. She land on her feet as the dust cloud roll over. When the dust cloud lifted, Malware caught Grid Master from behind and she struggle to break free.

"The Omnitrix. I must have it!" growl Malware as he place his claw on the Omnitrix symbol on her forehead.

"You and everyone else, dude. Take a number!" grunt Grid Master as **Ghost Freak **icon appear and she become intangible, breaking free from Malware's grip. She become solided, grab Malware and throw him against the ground. She jump up and, as she fall back down, ram her fist at Malware with full force, crashing across the street until they halt with the debris and cracks around them. A **Feed Back** icon appear on her face.

"Now I'll be taking your energy, thank you very much." grin Grid Master as she start draining Malware's energy. Suddenly there was a strange beeping sound and Grid Master got confused by the sound, than the energy backfired and exploded. Grid Master morph back into Gwen as she got knock backward and land on her butt. **(Again. What will happen if this keep up?)**

"Ow... My butt!" moan Gwen. She stood up and saw Malware. The stripes started glowing and Malware stood back on his feet. The Omnitrix let out a beep and she spun the ring dial, the core pop up and she slam it down.

Her arm's blood vessel become overflowing and travel up to her eyes. She shut her eyes close than shot them open. She grew taller, her skin turn red-violet and grew a second pair of arms. She spun around and face the fourth wall. She grew a second pair of eyes under her main pair. She swung her arms up and strike a pose. She wore the Omnitrix symbol on her upper left shoulder.

"**Four Arms!** I was hoping for **Feed Back** but I can still make this work!" grin 11-year-old Four Arms. She confront Malware and land a few punches than Malware swing his claw and slash Four Arms' belly, leaving three marks on her shirt. She place her lower hand on her belly and growl. She leap forward, tackle Malware and bore through multiple building. They crash out of the building and crash on the floor. She stood up, grab Malware and hammer toss him in the air. He crash into the building and Four Arms gave a fist pump. She jump to the building and drop inside to see if Malware is defeated. Malware shot his head up and unleashed a powerful energy beam, blasting and sending Four Arms up, crashing through the buildings until she crash into Azmuth's lab.

"Gwen!" gasped Kevin & Max.

"I'm alright, just... Just let me catch my breath." sigh Four Arms than morph back into Gwen. Then the door was forced open by Malware.

"Azmuth! I'm tired of waiting!" growl Malware. Kevin & Myaxx try to attack Malware but he knock them away and confront Azmuth.

"Malware, this is not right!" said Azmuth.

"You promise me upgrades! You said you can make me like the others!" boomed Malware.

"Malware, your genetic codes are complex so it's taking much longer than I anticipate." said Azmuth.

"GRAAAARR!" growl Malware.

"Stay away from him!" shout Myaxx.

"How dare you speak to Azmuth that way! Azmuth work his whole life to make the second Helix!" shout Albedo, fail to notice Azmuth giving hand gestures, telling him to 'don't tell him that'.

"Give it to me! I must have it!" scowl Malware.

"Ha ha ha ha! You can't activate the Helix by yourself." laugh Albedo.

"Please Malware, the Helix is not complete. I still need more time." begged Azmuth.

"NO! NO MORE WAITING! YOUR TIME IS UP!" snapped Malware as he open his chest and grab the Helix with his rib cages and absorb it. He grab Albedo and absorb him into his hand. He construct the wings and blast off to the sky until he was out of sight.

In attempt to stop Malware from connecting the new Helix to the old one, Grandpa Max, Kevin & Gwen board on the **Skipper** with Azmuth. Azmuth explain about the origin of the Galvanic Mechamorph and the birth of Malware, as well as the opposite ability he possess; the ability to adapt technologies but turn the techs he absorb into dusts. Once they arrive, Max armed himself with a big energy gun and Kevin absorb the Skipper's metal.

"Gwen, where're you going? We need a plan!" said Max.

"I have to stop Malware while you guys catch up. Hero time!" shout Gwen as she slam the Omnitrix core. She release a bright light and morph into...

"**Unitaur!**" shout Unitaur.

Meanwhile, inside the tower, Malware pace around impatiently as Albedo was forced to install the second Helix.

"What's taking so long?! I want my upgrade. NOW!" roar Malware as he slam his fist against the ground.

"It will help if you stop smashing everything. It's smart of you to bring me here. Aside from Azmuth, I'm the only Galvan smart enough to install the Helix and-" Malware stretch his head across the room and glare at Albedo.

"Say one more time of how smart you are and I will kill you!" growl Malware.

"I should be saying the same thing to you!" shout Unitaur. Malware glare at Unitaur.

"Don't interfer! This upgrade is my right!" snarl Malware.

"But Azmuth said- Argh!" grunt Unitaur as she got blasted from Malware's eye laser.

"Of course, Azmuth said lots of things but where is he now?" ask Malware as he walk toward Unitaur.

"He's outside... Helping the Mechamorph- UGH!" Malware ram his hand against her neck.

"Of course he is! They are his creation!" snapped Malware. Unitaur quickly land a punch and send Malware backward. She jump on her feet and pull her horn off, extending it as a lance. She spun it around and drop in defense stance. Malware charge toward Unitaur but she hit him with every blows of her lance than place the lance across his neck, & toss him over her head and against the ground. Malware stood up and fire his eye laser & Unitaur thrust her lance, firing an energy beam. But she failed to win the clash and she got blasted into the floor. Malware jump up and dive toward Unitaur to kill her but an energy beam blasted him away.

"Step away from my granddaughter!" shout Max. As Max head to the Helix, Kevin went to help Unitaur, who morph into...

"**ConquerFrog!**" croak the female Incursean. She super-leap toward Malware and pounce him into the ground, leap away as Kevin slam his hammers against Malware. Malware grab Kevin's head and slam him against the floor but ConquerFrog shot her tongue out and lasso Malware's neck and hammer toss him against the wall than swing him over and slam him head-first against the floor.

"Come on, we got to get out!" said Max.

"I can't! I must complete the Helix 'cause if I don't, the new Helix will overload and destroy Galvan B, along with us on it!" explain Albedo. He finished and exit out with Max as the Helix turn red and release a pillar of red light. "Not even Azmuth can solve that." smirk Albedo.

"Yes! My upgrade!" exclaim Malware as he stretches his hands and grab the altars. His whole body emanate a red aura and release a shockwave that knock ConquerFrog & Kevin away. ConquerFrog morph back into Gwen.

"This is bad, right?" ask Gwen.

"Wait for it..." said Albedo.

"I can feel it! I can feel my life code changing!" Malware continue absorb the energy that his yellow stripes turn red than unleash a burst of energy from his eye and exploded. The Helix are destroyed and Malware is gone.

"Phew, he's dead." sigh Gwen. But than the debris start moving and emerged Malware with new appearance; his body is now bulked, his stripes are now red, have pointed head and have yellow orb underneath his eye.

"Upgrade complete." said Malware.

"You got what you want, now you're like the other Mechamorphs!" said Albedo.

"No, I'm different from the Mechamorph. You see, I'm superior than the others! The Mechamorphs upgrades other technologies but I..." Malware shot his hand forward and grab Max's weapon. "I don't upgrade technologies, they upgrade ME!" chuckle Malware as he absorb the gun, gaining and armed himself an energy cannon. "And I'm going to upgrade myself with Azmuth's greatest creation."

Gwen look at her Omnitrix, "I don't like this. You want it, than come and get me!" Gwen slam the Omnitrix core.

Her arm's blood vessel become overflowing and travel up to her eyes. She shut her eyes close and shot her eyes open. Her body becomes covered in light brown fur, her hair turn into dark brown quills and grew spines. She wore dark/light uniform and spun into a spin ball once & strike a pose.

"**Needle Mouse!**" shout the Hedgesapien as she curl up into a spin ball and spin dash toward Malware. He start firing his energy cannon at Needle Mouse but he missed as she kept jumping around than tackle Malware but he caught her and ram her into the ground. Before he's going to kill the others, the ground start shaking and emerge Needle Mouse. She uncurl herself and morph into...

"**Blossom Rose!**" shout the Plantosapien as she slam her fists into the ground and summon large vines, trapping and binding Malware down. She slap her Omnitrix symbol and become Four Arms, did a slide kick that send the Negative Mechamorph flying in the air, than morph into **Frostblight**, fly up to Malware and breathe a ice-cold vapor that turn him into a block of ice, than morph into **Wild Cat **and grab Malware's legs with her jaws then slam him into the ground.

"RAARR!" growl Wild Cat. Malware grab her and start choking her while he spawn extra hand and grab & try to download the Omnitrix.

"Why struggle? You're finished!" grin Malware. Suddenly the Omnitrix symbol start beeping and Wild Cat gave a grin. She morph back into Gwen.

"Guess who still got it?" smirk Gwen as she ran off.

"Oh no, you don't!" growl Malware as he fire his energy cannon and blast the roof off, sending debris falling on Gwen. "Finally it's mine!" Malware start digging through the debris than a Petrosapien emerge from the debris.

"Oh when do you admit that you're wrong?" ask **Diamond Head**. She grab Malware and toss him across the room and smash through the Helix. Diamond Head jump toward the Negative Mechamorph and engage a tug of war. "Give up, Malware. Only one of us can leave alive!" growl Diamond Head.

"I couldn't agree more." smirk Malware as the secondary energy cannon was formed from his chest.

"Oh crud..." groan Diamond Head and she got blasted away. Malware begin to absorb the Omnitrix but it was covered in crystal.

"Oh can't penetrate crystal? Too bad." chimed Diamond Head in innocent tone. She place her hands on Malware and encase him in crystal, leaving him in a crystal prison. She morph back to Gwen.

"Finally you're finished." smile Gwen. After the Mechamorphs are restored, the Gwen Team left Galvan Prime on the Skipper and return home.

-_End Flashback-_

"Than few weeks later, we ran into Malware again, who broke free from his prison. He absorb the Techiyon Cannon and I succeed to destroy him as Feed Back, or so I thought." growl Way Big.

"I survived, thanks to the Highbreed, who used the Null Void to teleport to tis dimension and my remains was brought here. When the Predacon was toss into the junkyard, its Energon spark re-fuel my body and I was reborn!" boomed Malware.

"RAGH!" growl Way Big as she charge toward Malware, ram her fists against Malware's face twice, grab his head and head butted him. She jump up high while Ben dash toward Malware and bash Malware with powerful punches. He step back as Way Big dive back down and land a double kick, sending Malware far away before he toss a sphere at Way Big. She place his arms vertical and horizontal as she guard up. The sphere splat on her arms and covered her whole arms as Malware crash into the mountain. Way Big frown as she cross her wrists and removed the blob as she fire a pale green Cosmic Ray. Ben join in and thrust his hands forward, firing a powerful mana wave. Both attacks merge together, becoming blue-green energy wave and blasted Malware in half. Way Big approach toward Malware to finish Malware but the explosion unearthed more of Unicorn's body parts. Malware lash his tentacles and corrupted Way Big's body, render her immobilized.

"GAH! Grr... Let go of me!" growl Way Big as she struggle. Malware absorb Unicron's right arm and legs, growing more powerful and grew up to 600-feet tall, bigger than Way Big or Ben.

"That's insane!" gasped Ben.

"Now you're mine, Gwen Tennyson." laugh Malware as he grab Way Big. All the Autobot and the Decepticons start firing at Malware while Ben start throwing multiple mana bolts but it didn't hurt him.

"Keep firing!" shout Optimus.

"It's not working!" shout Ultima

"He's too strong, Optimus. He absorbed Unicron's body parts." said Shockwave as he continue firing his cannon.

"Gwen!" shout Kevin as he watch helplessly when Malware absorb Way Big into his body. "GGWWEEEENNNN! NOO!" scream Kevin as he slam his fists against the ground.

"GWEEN! MALWARE. YOU'RE GOING TO PAY!" roar Ben as he charge toward Malware but he ram his gigantic punch against Ben and slam him into the ground. Ben shrunk back to normal height and revert back to his human form.

"It's no use. I have no choice but to prevent him from absorb the AllSpark by fusing it into my Energon spark." said Optimus. The Autobots and the Decepticons were surprised by Optimus' plan.

"_Bee Boorg_!" denied Bumblebee.

"Optimus, if you do that, you'll die!" protest Bulkhead.

"I got a better idea. Optimus, you become stronger once with an upgrade and more stronger with your new upgrade, correct?" ask Ben but with an angry tone.

"Yes, that's right." nodded Optimus.

"Then allow me to give you a new upgrade." Ben slam the Copytrix and morph into...

"**Mecha Merge!**" shout the Galvanic Mechamorph than he merged with Optimus Prime. Everyone become surprised as Optimus Prime's armor is now black/green with a Copytrix on his chest. Than Mecha Merge's head pop up from Optimus' arm. "Optimus, bring out your weapon." order Mecha Merge. Optimus convert his hand into his blaster than it got upgraded into triple nozzle cannons. Optimus grin.

"Let's rock 'n roll!" smile **Ultimate Optimus Prime** as he build two jet engines on his back, which was upgraded into large powerful turbine engines and propels up to the sky at high-speed. He aim his cannons and fire a tri-shot of powerful energy blasts.

"You think you can stop me!?" roar Malware as he lift his forearm and block the energy blasts but it was too powerful that it made a huge hole. "GRAAGH!" roar Malware in pain. he swing his left arm at U. Optimus but he evade it and convert his blaster into a Energon sword, than was upgraded into a large green glowing sword and slice Malware's hand off.

"Nice one, Optimus!" smile Mecha Merge. U. Optimus pull out a gatling gun, upgraded into four-wielded gatling gun and fire a barrage of energy bullets at Malware's face.

"GRAAAGH!" growl Malware.

"Whoa, they're overwhelming him." said Pierce,

"_BEE BEE!_" cheered Bumblebee.

"Gwen, come back... Come back..." sobbed Kevin. U. Prime was overwhelming Malware until Malware fire his powerful eye laser at U. Optimus but he protect himself with a shield, upgraded into super-shield.

"One shot of my Tachiyon Cannon will dest- Huh?! GRRAAAAAAGHH!: scream Malware as his forehead exploded and shoot out a powerful white energy beam. Emerge from the hole is a black female alien with three horns on her forehead, green eyes and her whole body is filled with white dots. On her chest is the Omnitrix symbol.

"Is that..."

"Gwen?!" exclaim Mecha Merge, finishing U. Optimus' sentence.

"What? I'm still me, Dweeb!" scoff the alien in three different female voices in unison. Malware slam his hand against his head but the alien jump away and land on the ground.

"Malware, meet **Alien X!**" grin Alien X.

"A Celestialsapien?! Doesn't matter, I'm a 1000 times more powerful than before!" growl Malware as he fire his eye laser and fire breath. Alien X thrust her hand and the attacks got disburst in the instant.

"Time to reduce you back to normal!" Alien X thrust her hand and release a powerful shockwave at Malware, and suddenly his body start falling apart & start losing his powers.

"What?! My powers... NOOOO!" scream Malware as he return to his previous state where he absorbed the Predacon. Malware become very angry and charge his Tachiyon Cannon at maximums.

"Here, Optimus. A Tachiyon Cannon." said Alien X as she lift her hand and created the Tachiyon Cannon. Than Ultima toss the original Tachiyon Cannon to U. Optimus. Wielding both Tachiyon Cannons and upgraded it, U. Optimus thrust his cannons forward.

"CURSE YOU, GWEN TENNYSON!" roar Malware as he fire his cannon. U. Optimus fire his cannons and pierce through Malware's attack. It blasted him head-on and he was completely destroyed, leaving nothing but dust.

"He's gone forever this time." said Alien X than she morph back into Gwen. Mecha Merge de-fused Optimus and morph back into Ben.

"Phew, the threat is over." sigh Gwen with a smile.

"Not quite." said Shockwave. "Since Lord Megatron is gone forever, the Decepticon are disbanded. I'll be heading back to the Nemesis and head for the nearby planet to continue my experiments." explain Shockwave.

"Soundwave stay here. Dark Energon's destruction and the AllSpark change us. I'll be serving you from now on." said Soundwave, who talked for the first time. Starscream left without saying a word since he has a hidden agenda. Hardshell and the Decepticons left with Shockwave. All except Airarchnid. She walk toward Bumblebee.

"Can you Autobot give me a second chance?" ask Airachnid.

"_Bee Beebeebwoo._" nodded Bumblebee. Airachnid quickly hugged him and Bumblebee got wide-eyed.

With the Decepticons' left the Earth, except Soundwave and Airachnid, who decide to stay on Earth and became the new Autobots. Alien Force gather their things and use the teleportation spell from Ben, and head home.

Jack & Arcee begin to live together with their daughter at Autobot HQ and June move in with Optimus. Everyone lives in peace, Metroplex disguised himself as Mt. Rushmore and hibernate & the AllSpark was hidden someplace where no one can find it except the Autobots. However, somewhere in the shadow, a lone Decepticon is waiting for the right moment to attack.

-Plumber HQ-

The Alien Force arrive at the HQ and Verdona greeted them.

"Welcome back, team. Guess what? The Highbreed lost some equipment and one of them is here to negotiate." smile Verdona.

"A Highbreed here?!" exclaim everyone. Than enter a Highbreed in the base. He has a missing arm.

"I am Reiny." said the young Highbreed.

**Axle- Crossover finished! Who like that Ultimate Optimus Prime state? I know what you're thinking. It's just like _Generator Rex/Ben 10: Heroes United_, where Upgrade merged with Rex but I thought it will be cooler if it was Mecha Merge & Optimus Prime merged together.**

**Ben- Muscleman is another alien form created by Atomix's creator, so more credits for him or her. We forgot the name, sorry.**

**Gwen- I'm glad I didn't stay frozen as Alien X.**

**Ben- Looma, how about a massage? Me, rubbing your smooth red skinned back?**

**Looma- Ooh! Give it to me.**

**Axle- ... O-kay, leave some reviews and if you have new aliens ideas, fire away. Hey, Lydia, I'll be waiting for the next Medabot chapters. Peace!**


	24. The Cure and The Escapees

**Chapter 24: The Cure & The Escapees**

**Axle- Gwen, what's wrong with your Omnitrix?**

**Gwen- It's malfuctioning!**

**Kevin- CLEAR OUT!**

***BOOOOOOM***

**Disclaimer: I don't own any Ben 10 characters.**

"My real name is very difficult for you Plumbers' Kids to understand so call me **Reiny**." said the young Highbreed. **(A/N: I forgot his full name and I hope I got his nickname spelled correctly)**

"What are you doing here?!" snapped Ben.

"I wanted to tell you that, we are not the purest alien my kind thought they were." said Reiny as he clutch his hand on his arm.

"Oh?" ask Kevin in annoyed tone.

"I lost an arm from the Earthling military weapon, which, for some reason, I was supoose to be invulnerable. I *cough, cough* realize too late that we're sick. Very sick." said Reiny as he cough harder.

"The Highbreed struggle to make their blood pure and that cause them to be vulnerable to many sickness, including Earthling sickness." explain Verdona.

"Well, too bad cause I'm looking forward to KILL YOU ALL!" snapped Ben as he charge toward Reiny but Looma, in her true form, used all sets of her hands and grab Ben.

"Beloved! Control yourself!" begged Looma.

"BENJAMIN KIRBY TENNYSON! ENOUGH!" yell Verdona. Ben stop in his path and back down. Verdona took a deep breath and face Reiny.

"Forgive my grandson's behavior. One of your own almost killed his fiancé and enraged him." explain Verdona.

"I understand." nodded Reiny.

"I wonder if I..." Gwen step forward and place her hand on Reiny's face. The Omnitrix start beeping rapidly and release a bright light. Reiny shook his head in dizziness and place his _right_ hand on his face. Reiny got surprised by his new Swampfire-like arm and he can feel his health return to full strength.

"I'm...healed?! I'm healed! We were wrong! The Highbreed were wrongs! There is no pure-blooded beings. We were all created at the same time! Thank you, Plumbers. You open my eyes and now I'll spread the truth-"

"I don't think so, traitor!" hissed someone. They look at the voice's direction and saw a Highbreed but he was badly damaged with burned skin & in his hands are the energy gun and the Null Void Projector.

"Gwen Tennyson & Ben Tennyson are your strongest member, correct? Than I'll render their Omnitrixes useless!" roar the Highbreed, the same one Ben supposedly killed, as he fire his energy cannon at Gwen. She put her arms up and it struck the Omnitrix. The Omnitrix start arcing green electricity than he fire the Null Void Projector at Gwen, sending her to another dimension.

"GWEN!" gasped Kevin.

"Now you, Anodite- URK!" the Highbreed got stabbed by a long crystal-like sword from behind. It was a mysterious masked figure. It was Tetrax Shard.

"That was too close." smile Tetrax.

"Father!" squeal Rosy as she hugged her father.

"Where's Gwen?" ask Ben.

"She was sent to the other dimension." said Verdona.

"We'll save her later, first I must stop my people from destroying Earth. Ben, will you trust me and heal my people with your Copytrix?" ask Reiny.

"Okay, I'll do it." nodded Ben.

-Dimension 24-

The portal open up and Gwen fall out of there & start falling to her doom.

"AHHH! PLEASE OMNITRIX, TURN ME INTO SOMETHING USEFUL!" scream Gwen. She slam the Omnitrix core but it release an explosive light and emerge five aliens out of the Omnitrix. They were the Nosedeedian, Pyrofiggian, Ectonurite, Incursean & To'kustar. The To'kustar land on the ground and she grab Gwen.

"Are you okay?" ask the female To'kustar.

"I'm fine but how did you get out?!" ask Gwen.

"The Omnitrix got damaged & release a few DNA samples. We just took the physical form of the DNA sample, such as me. The Incursean & Pyrofiggian are hiding now and the Ectonurite & Nosedeedian are rampaging around town." explain the To'kustar. She place Gwen on the rooftop than Gwen scan her back into the Omnitrix.

"Omnitrix, status report." order Gwen. The Omnitrix beeped.

"OMNITRIX DAMAGED. AUTO-REPAIR ACTIVATED. ALL DNA SAMPLES ARE LOCKED." answer the AI.

"Great... Will the voice command re-unlocked them?" ask Gwen.

"NEGATIVE. YOU MUST WAIT 24 HOURS BEFORE ALL DNA SAMPLES CAN BE RE-USE." answer the AI.

"Okayyy, what's DNA samples are useable, please?" ask Gwen again.

"SCANNING... DNA SAMPLES FOUND! 10 DNA SAMPLES ARE AVAILABLE: STARSAPIEN, ANODITE, CHIMER SUI GENERIS, FELINESAPIEN, POLYMORPH, CONDUCTOID, HEDGESAPIEN, SKUNKAIN, AND TWO UNKNOWN SPECIES."

"So I have Starblade, Wild Cat, Goop, Feed Back, & Needle Mouse but I have new alien forms. Cool!" smile Gwen than she heard an explosion from the city which is similar as Bellwood. She climb her way down and head to the city. She found a giant mutate frog she remember very well.

"Dr. Animo..." growl Gwen. Than she heard a woman voice.

"I am **Dr. Anima!** The greatest genius in the world!" boast the woman who was riding on the frog. Her outifit, hair color and skin are similar as Dr. Animo.

"Dr. Anima? Since when Dr. Animo has a sister?" wonder Gwen than she heard a voice that sound like her voice when she was 10-11. She look up and saw the younger version of her cousin Ben but... his pants-legs hardly reach to the knees, wear a belt that the belt clasp almost form like a 10 & his hair in similar to her except brown with green hairpin. Most of all, it's a girl!

"TENNYSON! You will never stop my plan again!" growl Dr. Anima.

"Tell that to..." the female Ben spun her prototype Omnitrix ring dial, which the green color scheme was replaced with blue, the core pop up and she slam the core down, release a bright blue light.

Her arm's blood vessel become overflowing and travel up to her eyes. She shut her eyes close and shot them open. Her eyes turn green & her whole body become covered in orange-yellow fur. She shut her jaws as the teeth sharp to points, she grew black claws and slam her paws against the ground and let out of high-pitch roar. On her left shoulder is a dark/light blue brace with the Omnitrix symbol on it, only colored blue.

"RAAAGHH!" shriek the Vupilmancer named **Wild Mutt**. **(A/N: Wild Mutt has bangs over her head and have a cat-like tail, just like Ben 10,000's Wild Mutt)**

"Kill her, my pet!" shout Dr. Anima as a giant mutant cat appear and charge toward Wild Mutt. Wild Mutt jump down and pounce the cat monster. They start scratching and biting as they roll over on the ground.

"I need to help her." Gwen slam the Omnitrix core and she morph into... nothing? "Huh? Oh come on!" groan Gwen. Than she saw Wild Mutt just won the fight by slamming the cat monster against the fire hydrant and the water dosed the monster & it ran away.

"Curse you, **Betty Tennyson!** Curse you and your meddling ways!" growl Dr. Anima as she retreated on the frog. Wild Mutt look around and head to the Rust Bucket. Gwen follow her quietly and saw Wild Mutt as the Omnitrix symbol start beeping and morph back into Betty. Two familiar characters exit out the Rust Bucket.

"Nice going, Betty. You took out the cat monster as Wild Mutt." smile the male version of Gwen, whose shirt are colored grey with a black panther icon.

"Yeah, and you're jealous, huh **Glen**?" grin Betty as she cross her arms.

"Easy, kids." said the female version of Max, who look like Verdona's aged human form.

"Hi!" smile Gwen as she approach the counterparts.

"Huh? Who are you?" ask Betty.

"Gwendolyn Tennyson, nice to meet you." smile Gwen. They stay looking at her perplexed. "I'm the female version of your cousin, Glen, from the another dimension." answer Gwen.

"She's...more geeky than you, Glen!" laugh Betty.

"Shut up, dweeb!" growl Glen as he show his index finger that generate a small bubble of blue mana energy.

"You really remind of my cousin, Ben Tennyson. We always fight each other." giggle Gwen.

"There's a guy version of me... Is he cute?" ask Betty.

"Attractive but he's engaged." said Gwen, who got a little weird out.

"Darn... Do you have a picture?" ask Betty again. Gwen, still weird out, show her the picture of Ben, both 10-year-old and 15-year-old. "Whoaa, what a hunk!" exclaim Betty as her face turn a brilliant shade of red.

"You can keep it." said Gwen as she exhale nervously.

-Main Dimension-

Ben was continue battling the DNAliens with the Alien Force while Reiny try to reach to his people's base.

"Okay guys, let's-ARGH!" Ben got struck by a blast of lightning from behind. Ben turn around and saw...himself?!

"What the?!" gasped Ben.

"So, you're the Anodite who builded the duplicate of the Omnitrix Azmuth builded, eh?" ask 'Ben'.

"Who are you?!" snapped Looma as she grab 'Ben' and lift him up until he was hanging by 7 feet.

"Surrender yourselves if you value your lives." grin 'Ben' as he slam the Omnitrix core and release a bright light. He morph into...

"**Tetra Arms!**" roar the Tetramand as he ram his head against Looma and knock her back. She stagger on her feet than Tetra Arms slap Looma down.

"Guys! Continue the assault! I'll handle this faker!" growl Ben as he slam the Copytrix core and release a bright light.

A blue sphere travel through his blood stream as he become a blue-highlight silhouette floating in mid-air. His cells start pulsing as he merged with an alien DNA. His body becomes very bulked, his arms become bulked with yellow armor on the back of his arms and on his back. His face stretched wide and his eyes become green.

"**Cannonbolt!**" shout Cannonbolt. He curl up into an armor sphere and charge toward Tetra Arms, ramming him and send him flying into the wall. The green light flashes and emerge 'Ben'. Cannonbolt morph back into Ben and engage battle with his copy. They start jabbing each other than they accidentally slam their Omnitrixes together, causing a huge feedback. They got pushed back by the feedback and Ben recover. He look at his copy and he changed; his hair is now white, his eyes and the green stripe are red now, as well as his Omnitrix.

"Damn it! You malfunction my Omnitrix! Now I'm stuck in this form!" growl **Negative Ben**.

"Wait, that was my DNA sample you're using?" ask Ben.

"Who are you, really?" ask Looma as she stood up.

"I'm Albedo!" growl Negative Ben.

"Albedo?!" exclaim Kevin, who arrive to check on Ben & Looma.

"That's right. When Azmuth doesn't share credit with me, I decide to steal the original Omnitrix and, to do that, I built my own Omnitrix but thanks to that feed back, I'm stuck in this pathetic form!" growl Albedo.

"Hey, I'm not pathetic. I'm handsome, charming and-"

"And sexy." grin Looma.

"Enough!" growl Albedo as he slam the **Negative Omnitrix** and release a bright red light.

A red sphere travel through his blood stream as he become a red-highlight silhouette floating in mid-air. His cells pulsed as he merged with an alien DNA. His body turn X-rayed and his ribcage become durable, his back grew two crystal shards, his head grew a crystal shard, his hands become four finger crystal hand & his skull morph into crystal head with wide mouth.

"**Diamond Shard!**" shout Albedo as **Negative Diamond Shard.** The green color scheme on his uniform, Negatrix symbol and eyes are replaced with red. He slam his fist against the ground and summons a huge crystal that encase Ben.

"BEN!" gasped Looma. Than there was a bright green light and the crystal exploded.

"**Atomix!**" shout Atomix and thrust his hand at Albedo, firing powerful green energy beam. Albedo turn his forearms into shields and withstand the blast.

-Dimension 24-

"That was an awesome story! I wish I met Ben." sigh Betty.

"You're freaking me out, Betty." said Gwen wide-eyed.

"Hey, we're going to the amusement park in Florida. Wanna come?" ask Glen.

"Sure." chimed Gwen.

As they travel across the highway, Betty was making faces at the boy in the car next to the Rust Bucket. Gwen & Glen moan at the same time.

"Betty, you're going to have your face frozen." said Glen.

"Oh yeah, than I use her." smile Betty as she gave a hand gesture to tell the boy to wait for a moment and she duck down. A blue light flashing from the window and emerge a female Lepidopterran.

"GRAAAAAHHH!" screech **Stink Fly** and drool slimes from her mouth. The boy and his father panicked and drove more faster. Stink Fly drop on her back and broke down in laughter.

"Ha ha ha ha!" laugh Stink Fly.

"Betty, you're the most disgusting bug I ever seen." growl Glen.

"But my boyfriend find me sexy as Stink Fly." said Gwen.

"I don't care, funny is funny!" giggle Stink Fly. Suddenly the Rust Bucket halted and send Stink Fly crash into the front.

"Oh, you're ready to go. There was an accident and the driver got stuck in the burning truck." said Max as she point her finger ahead, where the truck carrying gasoline crashed and is on fire. Gwen activate her Omnitrix, select the hologram and slam the core. She morph into...

"**Goop!**" chimed the Ploymorph as she slime her way out the Rust Bucket while Stink Fly exit by the door.

"Oh man, I should've turn into **Heat Blast**." moan Stink Fly.

"Stink Fly, use your goos to put out the fire than I'll save the driver." said Goop. Stink Fly nodded and fire a series of goos from her eyes, putting out the flames while Goop ooze her way to the truck and rip the door open, pick up the truck driver and carry him to the crowd.

"We did it." chimed Goop.

"Yipper!" winked Stink Fly.

"Ahh, that's the monster who ate that girl!" gasped the boy from before.

"Ooh! Look at the time, gotta go." smile Stink Fly as she took off while Goop vanished from the view. As they continue travel, Gwen's Omnitrix start flashing.

"ALERT ALERT! NOSEDEENIAN NEARBY!" warn the AI.

"Where? Display map!" order Gwen. The Omnitrix display a hologram of USA than pinpoint the location. It was in the town nearby so they took a detour.

"Cool, can my Omnitrix do that?" ask Betty.

"Only when it recalibrated." smile Gwen.

"What's a Nosedeenain?" ask Glen.

"Have you encounter a creature named **Mega Watt**?" ask Gwen. They nodded. "Well I have its DNA but she escape like the others. She, like the Mega Watt, love to make fun of people." explain Gwen. They arrive at a small town, which was half demolish. Than a surge of lightning bolt appear in the sky and form into a female Nosedeenain.

"Heh heh heh! Ha ha ha ha!" giggle Mega Watt as she start firing lightning bolts.

"It's hero time!" grin Betty as she spun the Omnitrix and slam the core down.

Her arm turn black with blue stripes and travel up to her eyes. She shut her eyes close than she grew a blue line and shot open as an eye. She spun around and strike a pose as she became a Galvanic Mechamorph. She wore the Omnitrix on her torso.

"**Upgrade!**" shout Upgrade.

"You mistransform, right?" ask Gwen.

"... Yes. I want **Heat Blast**." groan Upgrade. She ran ahead and shout at Mega Watt.

"Hey, Mega Watt! Over here!" yell Upgrade. When Mega Watt turn around, Upgrade fire a powerful energy beam from her eye. Mega Watt got hit and crash into the smoothy store. Upgrade enters the store and search around for Mega Watt than she got blasted by a lightning bolt. Since Galvanic Mechamorph are vulnerable to electricity, she suffer too much damage and morph back into Betty.

"Ow..." moan Betty.

"Nah nah nah! Pfffftttt!" Mega Watt stick her tongue out at Betty than a mana bubble cover the Mega Watt. Betty look behind her and saw Glen holding a spell book.

"You're welcome." smile Glen. Mega Watt start grunting and whimpering as she struggle to break the mana bubble. Than she grin as she charge up her electricity to overload and burst the mana bubble into pieces.

"Argh!" grunt Glen.

"No prob. It's-" Before Betty finished, the Mega Watt start absorbing all the electricity and multiply herself up to 50 of herself.

"HERO TIME!" smile Gwen as she slam the Omnitrix core. She release a bright light and morph into...

"**Feed Back!**" shout the Conductoid.

"Whoa..." gasped Glen & Betty.

"Heh heh heh! Ha ha ha ha!" laugh Mega Watt as she point her finger at Feed Back.

"Let's see if you still laugh without any _energy_!" grin Feed Back as she extended her hands forward and drain all the Mega Watt's energy until they are drained and fell asleep. "That's right! No one mess with Gwen 10!" grin Feed Back as she morph back into Gwen, hold up her Omnitrix and scan Mega Watt. They all merge back as one and downloaded into her Omnitrix.

"NOSEDEENAIN DNA SAMPLE RE-ACQUIRE! **BUZZ SHOCK** UNLOCKED." beeped the AI.

"Okay. One down, three more to go." smile Gwen.

-Main Dimension-

"Take this!" shout Albedo thrust his fists and fire multiple crystal shards at Atomix, who put up his guard.

"Grrr! My attacks can't penetrate him! Time to use..." Atomix morph into...

"**Echo-Echo!**" said Echo-Echo as he multiply himself up to 6, surround Albedo and let out a sonic scream. Albedo start grunting in pain as his crystal skin start cracking by the sonic vibration.

"ARGH!" grunt Albedo than release a bright red light, morphing into...

"**Shocksquatch! **Have a shock and awe!" growl Albedo as **Negative Shocksquatch** than he generate the electricity in his hands and unleashed a powerful explosive wave, blasting the Echo-Echos away. They land on the ground, morph back into one than reverted back to Ben.

"Grrr... Take this!" snapped Ben as he swing his arm and fire a crescent mana blade. Albedo got hit and went flying until he crash against the wall. Than a light flashes and Albedo emerge as **Negative Crushopper**. Ben trap him in the mana bubble and slam him into the ground. Albedo made a mighty leap, sending shockwave that shatter the mana bubble and he went super high. He dive down and, when Ben create a mana shield, he head butted the shield and shatter it to pieces. He land on the ground and leap forward, ramming and smashing Ben into the wall.

"Give up, Ben!" growl Albedo.

"No way!" shout Ben as he activate the Copytrix and slam the core.

The blue sphere travel through his blood stream as his cells start pulsing, merging with an alien DNA as he become blue-highlight silhouette floating in mid-air. His cells pulses accelerated and he gain metal alloy on his forearms, forelegs, torso & face. His body ignited in flames & wore the Copytrix on his torso.

"**Scorch!** New alien, even better!" growl Scorch and thrust his fists forward, unleash a powerful beam of fire. Albedo morphs into **Negative Water Hazard **and counter with a blast of water.

"I want that Omnitrix!" growl Albedo.

"Why, when you got your own?" growl Scorch.

"Because it's my only hope to restore my Galvan form, my true form!" grunt Albedo as both of them clashes their attacks while the blasts of fire and water emanated steams.

Meanwhile, Kevin absorb the metal and morph his hands into large fists. He start bashing all the DNAliens in his path. Helen move at supersonic speed and jab every DNAliens in her path while Pierce throw multiple quills at the DNAliens, knocking them out. Rosy summons large vines that wrapped around the DNAliens than crystallized them. Mina let out a sonic scream and all the DNAliens fell unconscious because they're weak against sonic vibration. Manny & Looma slam their fists against the ground and send a tremor.

"Keep fighting! We have to give Reiny more time to convince the Highbreed to stop!" shout Techno as he converted into a Galvanic Mechamorph battle armor and start shooting the DNAliens.

-Dimension 24-

Gwen & Glen are chatting in the Rust Bucket while Betty took a nap. Gwen look through the window and saw someone jumping from car to car. Than it jump up and land on the Rust Bucket.

"What was that?!" ask Glen.

"I'll check it out." said Gwen as she slam the Omnitrix core and release a bright light.

The green sphere travel through her bloodstream as she become a green-highlight silhouette floating in mid-air. Her cells start pulsing as she merged with an alien DNA. Her body turn X-rayed and her finger turn into claws, her skull's mouth stretch into short muzzle and grew a large tail. She become a green skunk and wore the Omnitrix symbol on her chest.

"**Stinkbomb!** Ooh, a skunk alien!" smile Stinkbomb.

"I don't wanna think about her abilities." said Glen.

"I just pictured it! X3" chimed Stinkbomb than she jump out of the Rust Bucket and stand on the roof. In front of her is a female Incursean.

"ConquerFrog!? How did you know I'm here?" ask Stinkbomb.

"I saw you defeated that Nosedeenain so I followed you. I'll let you scan me, IF you can defeat me without using Master Control." smile the Incursean. She charge toward Stinkbomb and swing a kick. Stinkbomb lift her forearm and block the kick. Stinkbomb push it aside and connect her foot on Incursean's chin, making her stagger back. She bent on her knee and rub her chin with her hand.

"Nice one." grin Incursean than jab Stinkbomb with her long tongue.

"Ow! And gross!" exclaim Stinkbomb. They resume their hand-to-hand combat on the roof of the Rust Bucket. Glen went to Betty and shake her.

"Betty, there's an alien and Gwen's fighting it. Wake up!" said Glen.

"Oh, Ben. What strong hands you have." Glen quickly cover her mouth as he doesn't want to hear her talking in her sleep.

"Hi-ya!" yell Stinkbomb as she perform a roundhouse kick and smack Incursean's cheek. She thrust her kick low and knock her off her feet than grab her head and slam her on the roof. Stinkbomb jump back on her feet and start throwing multiple punches but Incursean block them all than she slap Stinkbomb across her cheek. Stinkbomb gasped than frown as she slap Incursean's cheek. They both start slapping each other girlishly. **(Cute, huh?)**

Incursean step back and shot her tongue at Stinkbomb. She caught it with her hand.

"Got'cha!" grin Stinkbomb.

"Gou bink?" muffle Incursean as she move the tip of her tongue and slap Stinkbomb's face.

"Owowowowowow!" whine Stinkbomb as she let go and wipe the drool of her face. When she look up, she recieve a right-hook punch and she fell on her face with her butt face up.

"Come on, I know you can beat me." grin Incursean. Stinkbomb shook her head than felt her stomach start growling and splashing. She moan in pain and her tail lift up high. "What are you- Uh-oh..." cringed Incursean. Stinkbomb release a blast of toxic gas from her bottom and Incursean start gagging.

"Gack... Man that stink!" exclaim Incursean.

"And there's more where that came from!" shout Stinkbomb as she land a powerful punch and knock Incursean down. Stinkbomb morph back into Gwen and scan her back into the Omnitrix.

"Thanks for the lesson, ConquerFrog." smile Gwen.

"INCURSEAN DNA SAMPLE RE-ACQUIRED! **CONQUERFROG** UNLOCKED!" beeped the AI. Gwen jump inside and saw Glen covering Betty's mouth.

"What's wrong?" ask Gwen.

"She's having a dirty dream about your cousin." answer Glen.

"Than I'll wake her up." Gwen grab a water gun and spray at Betty, making her woke with a start.

"AH! What happen?!" ask Betty.

"Nothing, we want to wake you from your nightmare." said Gwen & Glen in unison.

"I wasn't having a nightmare. I was dreaming about Ben & I kissing under the moonlight." smile Betty as her face turn bright pink.

"Hey, that was your male counterpart you're dreaming about!" exclaim Gwen.

"Yeah, and you're 10-year-old, how can you start thinking about that stuff!" shout Glen. Betty just ignore them and went to sleep again. Gwen was cursing herself for giving her the picture of her cousin.

-Main Dimension-

Scorch won the clash and blasted Albedo (**Negative Water Hazard**) with his fire beam. Albedo recovers and hardly receive damages from Scorch's attack, thanks to Water Hazard's invulnerability.

*_Dammit! No matter how hard or what aliens I use, Albedo find a suitable alien to counter my own! Unless I use an alien that he doesn't have yet.*_ Scorch turn the Copytrix clockwise and slam it.

A blue sphere travel strongly through his blood vessel as his cell start pulsing and become a blue-highlight silhouette floating in mid-air. His cells pulse accelerate as he merge with a new alien DNA. Scorch's body become covered in hard shells and grew bigger. He now has huge head with two large arms on both side & wore a black/green pants. He wore the Copytrix symbol on his forehead.

"**Gravattack!**" shout the new alien.

"What the?! I don't recognized that form!" gasped Albedo.

"Go big or go home!" joked Gravattack as he ram his fist against Albedo's chest and send him flying in the air, grab him using his gravikinesis and slam him against the ground. He repeatedly slam Albedo on the ground until he slam him down hard. Albedo morph back into his N. Ben form.

"Ugh..." moan Albedo.

"Verdona, take Albedo to the Plumber HQ and lock him up." said Gravattack as he morph back into Ben. He meet up with Reiny, who manage to convince his people to withdraw the assault and healed them all using his Copytrix. Thanks to Cooper & Techno, they created an energy gun and turn every DNAliens back into Humans as well as the others back into Vulpinmancers & Pyronite. Ben use his teleportation spells to send the two aliens back to Planet Vulpin and the star Pyro as well as using his memory manipulation ability to make the victims forget of what happen before they become DNAliens. The Highbreeds said good-bye and apologized for the damages they cause. After they left Earth, Ben went to his grandma.

"Verdona, Reiny told us that Grandpa Max was trapped inside the **Null Void**. You get him out of there while I'll go look for Gwen." said Ben.

"We'll go too." said Looma.

"No, you and Kevin round up the rest of the DNAliens. I'll find Gwen alone." order Ben as he chant the teleportation spell and teleported to the dimension where Gwen got teleported.

-Dimension 24-

"Okay, Fire Fly. I know the people try to kill you with a bug spray but you got to chill out!" said **Starblade** as they encounter the Pyrofiggian in the zoo.

"Why they see us as an outcast!? Do they want to know there is life in the galaxies beside them?!" ask Pyrofiggian as she shed tears.

"Trust me, someday we Plumbers will welcome all aliens to this planet & prayed that the Earthling accept you." said Starblade as she promise her and scan her back into the Omnitrix. She morph back into Gwen and meet up with **Four Arms** & Glen, who just defeated the female version of **Hex**. As they head to the amusement park, someone was following them.

They enjoy the amusement parks than they enter the haunted house. During that time, the Omnitrix start beeping.

"ALERT! ALERT! ECTONURITE DETECTED!" warn the AI.

"Ghost Freak..." mutter Gwen. Suddenly the light bulbs start flickering abnormally, objects start floating around the people. Than an Ectonurite appear in front of them. At first people thought it's part of the event.

"Be afraid of the dark, humans... Heh heh heh!" chuckle Ectonurite as her claws grew sharper and tear through the skin, revealing her claws white with black stripes. Than she start singing in a dead tone.

"_The dead are gonna get you, when you go to sleep!_" grin Ectonurite as she grab her skin than rip her whole skin off. "YYYYIIIEEEEEE!" shriek the Ectonurite as she enter her alternate form; purple skin with open stomach & tentacles sticking out, white with black stripes "leg" & she have pinch-black eyes with blood-red pupils, white hair and have black gauntlet with blade-like overgrowth on her elbows.

"YAAAAAHHH!" scream everyone as they ran away. Gwen, Betty, Glen & Max stay in their ground.

"Betty, I suggest you use one of three Horror Trio's forms." suggest Max as she armed herself with an energy gun.

"Okay Grandma!" smile Betty as she activate her Omnitrix, rotating the ring dial, select her alien form and slam the core.

"**Frankenstrike!**" shout the female Transylian, who have the hair of the Bride of the Frankenstein's Monster.

Glen read the spell book, chant the spell and activate his mana powers at full.

Gwen activate the Omnitrix and slam the core.

The green sphere travel through her bloodstream as she become a green-highlight silhouette floating in mid-air. Her cells start pulsing as she merged with an alien DNA. Her body was covered in black fur, her ears grew into large bat-like ear, grew two large bat wings on her back and she wore a sleeveless ninja _gi_ with the Omnitrix symbol on her chest and wear a black belt.

"**Kung Fang!**" shout the new alien.

"Ha ha ha ha! Come, living worms! You can't defeat the dead!" chuckle Ectonurite.

"Ghost Freak, all Ectonurite are alive. You're not dead." said Kung Fang.

"LIE!" shriek Ectonurite as she charge toward Kung Fang and swung her claws at her. Thanks to her reflex and agility, Kung Fang leap over Ectonuite and swung her arms apart, sending a rain of throwing stars at Ectonuite. "ARGGH!" growl Ectonurite as she create two dark orbs and toss them at Kung Fang, sending her crashing on the ceiling. Glen grab Ectonurite in the mana bubble and slam he against the wall. She shot up and fire a powerful energy beam from her stomach, blasting Glen away. Frankenstrike charge up her fists with electricity from her conduct coils and fire a electro blast at Ectonurite. She got blast through multiple walls but she recover and dash toward Frankenstrike, tackle her and ram her across the room. Kung Fang stood up and shook her head.

"Ow... Glen, are you okay." ask Kung Fang.

"Never felt better." grunt Glen.

Ectonurite slam Frakenstrike against the ground and ready to sink her claws through her eyes but Max blast her with her gun.

"ARGH!" growl Ectonurite as she grab Max with her tentacles. Frankstrike grab her and slam her against the mirror.

"What's the matter, Ghost Freak? Can't turn intangible?" ask Frankenstrike in a cold tone.

"Let me go!" growl Ectonurite than she got blasted in the face by a mana bolt. Kung Fang jump in and let out a sonic scream at Ectonurite and she became sluggish.

"Uhh..." moan Ectonurite.

"Betty, electrocute her!" order Max.

"Let's bust some ghost!" grin Frankenstrike as she blast Ectonurite with a full charge of electricity, stunning and weakening her than Kung Fang scan her back into the Omnitrix.

"Finally, all escapees are captured. *loud yawn* I'm tired!" yawn Kung Fang as she morph back into Gwen. Frankenstrike's Omnitrix start beeping and morph back into Betty. They exit out of the haunted house and head to the Rust Bucket to sleep.

**Axle- Man, at least you got all the escapees.**

**Gwen- No prob.**

**Ben- When do I arrive?**

**Kevin- Tomorrow.**

**Axle- Which it's only a chapter away. Leave a reviews people. Stinkbomb was my original idea, as well as Betty Tennyson, her cousin Glen and their Grandma Max. Dimension 24 is somewhat similar as Dimension 23, except there are gender benders and only the Omnitrix has blue color scheme instead of green. Which means Azmuth's eyes are the same as Azmuth of Dimension 23.**

**Oh, and Kung Fang belong to GoldenDragonNinja and Scorch belong to Atomix's creator. I still don't know his or her name but he/she made a YouTube video of all Ben 10,000's alien forms with his/her own alien forms. That video is, I don't know, old or somewhat so I'm leaving this note just in case.**


	25. Vilgaxia

**Chapter 25: Vilgaxia**

**Axle- Okay, Ben. Make your entrance.**

**Ben- Alright!**

**Gwen- My doofus cousin is coming to rescue me? How cute.**

**Disclaimer: I don't own any Ben 10 characters. I'll introduce new aliens here.**

In the morning, Gwen & Glen woke up by the sound of some dog eating the foods in the refrigerator. They look ahead and saw Betty as **Blitzwolfer** digging her face through the blueberry pie.

"Betty, that blueberry pie was for dessert!" shout Glen as he zap her with small mana bolt. She got knock back and made a small yelp.

"Aww, but I'm hungry." whine Blitzwolfer as she scratch her head with her foot.

"You do? Than here, Betty, have a steak!" smile Gwen as she hold up a steak. Blitzwolfer drop on her hands, bend down while lifting her lower body up and start wagging her tail while she pant rapidly. Gwen gave her the steak and she start eating it like a puppy. Once she finished, the Omnitrix start beeping and morph back into Betty.

Max woke up and prepare breakfast for Gwen & Glen. As they finished eating, they head for city of New Mexico. While they tour around the city, there was panick in street and multiple explosion was heard. They turn around and saw a female version of Vilgax but she have distorted large left arm with four steroid pumps and two large blade-like overgrowth on her elbow. On her right forearm, three organic nozzles. As for her appearance, she look like Myaxx from **_Ben 10: Secret of the Omnitrix_**.

"Tennyson..." hiss **Vilgaxia**.

"Vilgaxia!" gasped Max.

"I come to take back the Omnitrix!" growl Vilgaxia.

*_Insert Song: Mortal Kombat_*

"But you have to defeat us, cause I'm from another dimension with my own Omnitrix!" grin Gwen as she activate the Omnitrix and slam the core down.

The green sphere travel strongly through her bloodstream as her cells start pulsing, merging with an alien DNA and become a green-highlighted silhouette floating in mid-air. Her cells' pulses accelerated and release bright light of mana wave. She become a female Anodite, similar as Verdona but her eyes are green and wore the Omnitrix symbol on her chest.

"**Enernite!**" shout the Anodite. *_Anodite form? I must've scan Ben when he transformed_*

"It's hero time!" smile Betty as she select her alien form and slam the core down, releasing bright blue light.

Her arms become very bulked and grew four claws, she grew taller and her body turn white with black stripes. Her eyes turn green and grew yellow armor on her back, the back of her arms and breast. She wore the Omnitrix symbol on her forehead.

"**Cannonbolt!**" shout the Arburian Pelarota. **(A/N: Unlike male Cannonbolt, the female Cannonbolt's head are separated from her chest, to give her more woman-like appearance.)**

Vilgaxia charge toward the two aliens and swing her fist at Cannonbolt but she jump up high and curl up into armor sphere, spin dash toward Vilgaxia and tackle her against the ground. Vilgaxia punch her away and slam her fists against the ground, sending the tremor at Cannonbolt but Enernite slam her fist and send powerful mana shockwave, collided and sending huge explosion. Enernite tackle Vilgaxia and crash into the building, start punching her at full strength but Vilgaxia recover and slam her away. Enernit recover on her feet and thrust her hand, firing powerful mana wave at Vilgaxia but she deflected with one swing of her arm. Cannonbolt spin dash at Vilgaxia but she punched her and she crash on the ground. Enernite start charging her mana to full and throw a large mana bolt. It impacted Vilgaxia and exploded into a huge wall of flames. Vilgaxia emerged unharm from the flames.

"Blast it! She's stronger than Vilgax!" growl Enernite.

"What shall we do?" ask Cannonbolt.

"I'll keep fighting!" growl Enernite as her body release a bright green light and morph into...

"RAARRR!" roar **Wild Cat** and she charge toward Vilgaxia on four.

"Hey, wait for me!" yell Cannonbolt as she curl up into armor sphere and roll ahead to join in. Wild Cat lung at Vilgaxia and bite her arm but she punch her away than she quickly turn and slam her left open hand against Cannonbolt. Vilgaxia's strength was so high that she stop Cannonbolt's rotation, than she lift her arm, activate her steroid pump, causing her arm to enlarge and punch Cannonbolt deep into the ground.

"BETTY!" gasped Glen & Max. Wild Cat stood up and growl as she morph into...

"**Feed Back!**" shout Feed Back as she thrust her hands forward and fire a powerful electric beam. Vilgaxia use her large arm and block the attack, resulting a huge explosion. She emerge from the smoke, swing her arm that bore through the street and smack Feed Back away. She recover and morph into...

"**Fire Fly!**" shout the Pyrofiggian as she aim her tail and fire a powerful heat ray. Vilgaxia evade it and Fire Fly flew over her as she throw two fireballs. Vilgaxia turn around and lash out a long tentacle from her right wrist at Fire Fly, lasso her tail and slam her against the building. She groan in pain and slide down on her back. She release a bright light and morph into...

"**ConquerFrog!**" croak the Incursean as she start super-leaping toward Vilgaxia. Vilgaxia thrust her right arm and fire a barrage of spike bombs. She zigzag them as they exploded around until she got hit from the spike bombs in front of her.

"Argh!" groan ConquerFrog as she morph back into Gwen.

"Nice try, Earthling." smirk Vilgaxia. Suddenly the ground start shaking and something burrow through the street than exploded. Emerge from the ground is Cannonbolt. She swung her claw at Vilgaxia but she backhand punched her, lasso her with her tentacle and reel her into her hand. "No game Tennyson!" growl Vilgaxia. They than heard a voice that surprised them.

"Hey, octopus face! Heads up!" shout the voice. Vilgaxia look up and a Petrosapien crash on her, shattered and destroyed the street they stand as well as sending Cannonbolt flying backward and, the Omnitrix start beeping so Cannonbolt morph back into Betty. Vilgaxia roar in rage and punch the Petrosapien out. He recover and slide on his feet.

"Hey, who is that?" ask Betty. Gwen look up and saw the Petrosapien, and recognized his uniform and the Copytrix.

"Ben?" ask Gwen.

"That's right, Gwen. You're having trouble with her? Than let me handle her." grin **Diamond Shard**.

"That's Ben? So cool!" exclaim Betty as her eyes turn into hearts.

"Okay, let me switch to a perfect form. You get some rest." smirk Diamond Shard as he release a bright blue light and morph into...

"**Tetra Arms!**" shout the Tetramand wearing black tank top and pants with green stripe and wore the Copytrix on his chest.

Vilgaxia charge forward while Tetra Arms respond the same. Tetra Arms land a powerful punch and knock Vilgaxia back. She shot back and ram her large arm against Tetra Arm's chest and knock him back. Tetra Arms & Vilgaxia engage in an intense hand-to-hand combat as they each land one powerful blow to the next. Then they engage in a tug of war and Vilgaxia crush Tetra Arms' hands, forcing him to drop on his knees. Tetra Arms release a bright light and morph into...

"**Spitter!**" shout the Spheroid and spew Vilgaxia with a blast of acid goo, knocking her into the ground. She shook her head and become wide-eyed.

"You...possesses the Omnitrix too?!" gasped Vilgaxia.

"No, I wield the duplicate, the Copytrix!" answer Spitter as his body engulfed in blue light and morph into...

"**Armadrillo!**" shout the Talpaedan as he slam his fist against the ground, vibrated his arm and send a powerful tremor that impacted Vilgaxia but she withstand very well that the tremor push the street blocks up as a pillar and trapped her inside. She broke free and jump down and bore her hands through the ground. She grab and pull the 25-foot long steel pipe off the ground, swing up and slam it down against Armadrillo hard.

"BEN!" gasped Gwen & Betty.

"Got you!" grinned Vilgaxia. As the dust cloud settled, multiple atoms leak out of the debris and merge together to form **Atomix**.

"Made you look!" smirk Atomix as he thrust his hands and discharge a powerful electrical beam, shocking Vilgaxia and she let go of the pipe. Atomix manipulate the atoms of his arms and shapeshift it into a long mechanical tentacle. He swung it and lasso Vilgaxia, lift her up and slam her down to the ground.

"Argh!" grunt Vilgaxia. Then she notice a bright blue light and look over her shoulder & got wide-eyed.

"**Cannonbolt!**" shout Cannonbolt as he spin dash toward Vilgaxia and send her crashing through the street. Cannonbolt stood up and turn his Copytrix clockwise.

"That was so cool!" chimed Betty. Cannonbolt slam the Copytrix and morph into...

"**Muscleman!** Let's do this, Vilgax!" growl Muscleman and make a powerful running start.

"It's VILGAXIA!" roar Vilgaxia as she reactivate her steroid pumps and increase her arm to large size as well as increasing her powers, durability and speed. She unleashed a running start that release a shockwave and move at incredible speed. Muscleman increase his right arm to giant size and swing his punch. Vilgaxia respond the same and both punches collided, unleashed a powerful shockwave and send Muscleman flying backward and crash on the street. He release a bright light and morph into...

"**Turbo!**" shout the Kinceleran with green stripe on his uniform. He dash toward Vilgaxia and she respond by firing multiple spike bombs at Turbo but he move too fast that he easily evade them and ram Vilgaxia, who just caught him with her hand and she got pushed back, leaving crack lines as she stand her ground. She lift Turbo up and slam him into the ground. She lift her arms up and slam them down on Turbo but, in a split second, he slap his Copytrix and morph into a black version of Ectonurite with hood over his face. His body is black/green, two red eyes and wore the Copytrix on his chest.

"**Nightmare!**" shout the ghost as he phase through the ground and Vilgaxia missed, smashing the whole street apart. Nightmare emerge from the debris and release a blue light, morphing into a black jester with his thighs colored green with black triangle, green stripes on his large sleeves and have two green eyes with his face completely black. Dark smog emanating from his sleeves.

"**Joker!** Gyah ha ha ha ha! Let's have some fun!" laugh Joker like a crazy madman as he charge toward Vilgaxia. She swung her large arm at Joker but he jump over her and kick her face, slide on the ground than did a bicycle kick at Vilgaxia's face while doing Bruce Lee's yell. Vilgaxia grab his leg and slam him against the ground.

"Grah!" roar Vilgaxia.

"What's with a sour look, Vilxy? Be glad! Or I'll have to put a smile on your face!" snarl Joker as he swing his arm and the smog morph into five-bladed dark matter wave & slash Vilgaxia's face. Vilgaxia react by throwing Joker into the building.

"Wheee!" cheered Joker as he crash into the building. The blue light flashes and emerge...

"**Eye Guy!**" shout the Opticoid. He close all of his eyes and reveal his center eye, and unleashed a powerful energy ray, blasting Vilgaxia away but she recover and lash out her tentacle at Eye Guy, reel him in and ram her left fist down, smashing Eye Guy into the ground. She thrust her right hand and fire a barrage of spiked bombs at him.

"Ben! No!" Gwen panicked as she rotate the Omnitrix core, selecting the hologram until she found a familiar form. "No. Way. I have her alien form?! Than she'll have to do." said Gwen as she slam the core and release a bright green light.

The green sphere travel strongly through her blood stream as her cells start pulsing and merge with an alien DNA. She become a green-highlight silhouette floating in mid-air and her cells' pulses accelerated. Her body turn X-rayed and she become taller, her finger turn into claws and grew long tentacles-like hair from her head. Her skin turn green and wore the similar armor as Vilgaxia and wore the Omnitrix symbol on her chest.

"**Kraken!**" shout the Chimera Sui Generis.

"Whoa! You can become Vilgaxia?!" exclaim Glen.

"She might have an edge now. Betty, help her." said Max.

"Than I'll use..." Betty spun the Omnitrix ring dial and slam the core.

She lift her arm up as it become covered in crystal than her face turn into crystal head with wide mouth, flat head with two small shards on the back of her head. She grew two medium-sized shards on her back and wore the same uniform as original Diamond Head but belly opened. She wore the Omnitrix symbol on her left chest.

"**Diamond Head!**" shout the Petrosapien.

Vilgaxia watch as Eye Guy morph back into Ben and lost consciousness. She lift her foot and was about to stomp Ben until she receive multiple hits from her back. She grunt in pain and look over her shoulder to see Diamond Head.

"Special delivery!" chimed Diamond Head as she fire multiple crystal shards at her but she block it with her arm and charge toward her. Diamond Head start punching her and Vilgaxia stagger back than backhand punched her away. She lift her punch and swing at Diamond Head but Kraken caught it.

"I don't think so, Vilgaxia." smile Kraken.

"What?! You... How?" stammer Vilgaxia.

"Surprised? Yeah, it was shocker to me too." grin Kraken as she punch Vilgaxia. She counter by swing her giant arm but Kraken stop it with one hand, without trying. Than she start jabbing her face with her best punches, pounding her back as Vilgaxia stagger by the blows. Diamond Head went to Ben.

*_Song pause_*

"Hey, Ben. BEN!" shout Diamond Head as she grab Ben's shoulders and start shaking him.

"H-Hey, I-I'm n-o-o-o-t dea-a-ad!" snapped Ben as he woke up.

"Oh sorry. Wow... you're so handsome." smile Diamond Head as her crystal cheek glow a bright pink blush.

"Do I know you?" ask Ben.

"I'm Betty Tennyson, wielder of the Omnitrix. Wow, what a chest." grin Diamond Head as she pass her hand down from Ben's chest.

"You're my female counterpart?! Hey, I'm engaged with a Tetramand woman, a Four Arm girl." exclaim Ben.

"I can turn into Four Arms, you know. Just give me 10 minutes and I'll show you my beauty." smile Diamond Head.

"You're freaking me out!" yell Ben as he crawl away from Diamond Head, who crawl toward Ben with a loving smile. She grab Ben's head and lend closer to kiss him until a mana bolt struck her head hard. She frown and look at Glen, who have another mana bubble ready on his fingertip.

"Stop flirting with your counterpart and help Kraken." shout Glen.

"Fine!" growl Diamond Head.

"Hey, let me give you something." Ben slam his Copytrix and morph into...

"**Grey Matter!**" shout the Galvan wearing black/green jumpsuit and wore the Copytrix on his back. He climb his way to her chest and start fiddling with Diamond Head's Omnitrix. Than the Omnitrix flashes and made a beep.

"MASTER CONTROL UNLOCKED!" beeped the AI.

*_Song resume_*

Grey Matter jump off and morph back into Ben. He create a large mana platform and motion Diamond Head to ride on it. They head toward the area where Vilgaxia bore her arm across the street and smack Kraken away. She vault over, land on the wall and jump forward, swing her fist at Vilgaxia and slam her into the ground. Vilgaxia punch Kraken and blasted her with spike balls.

"Argh!" groan Kraken.

"Now you- GAH!" groan Vilgaxia as she got hit by a barrage of mana bolts from Ben.

"Go Betty! I unlocked the Master Control for you! Now you can change forms at will without timing out!" shout Ben as he kept blasting Vilgaxia.

"Okay!" smile Diamond Head as she jump off the platform and slam her fists against the ground, trapping Vilgaxia in a field of crystal. She burst out with a roar in rage. She glare at Diamond Head and got wide-eyed as she release a burst of blue light and morph into...

"**Heat Blast!**" shout the Pyronite as she thrust her hands and fire a huge blast of fire. Vilgax withstand it and charge toward Heat Blast but she quickly jump away and morph into...

"**Stink Fly!**" chimed Stink Fly than she spew a huge burst of goo and trapped Vilgaxia. She charge toward Vilgaxia and, noticing Vilgaxia start firing her attacks, morph into short chubby amphibian with two brown pigtail. On her left arm is the Omnitrix.

"**Upchuck!**" shout the Gourmand as she devour all the spike balls than spew a huge acid ball at Vilgaxia, knocking her back until she's near the port. Upchuck release a bright light and morph into...

"**Four Arms!**" shout Tetramand as she charge toward Vilgaxia. Kraken and Ben join in and, together, they overwhelm Vilgaxia. Ben ram his mana-charged fist and uppercut Vilgaxia, Kraken ram her knee against her guts than Four Arms grab her and hammer toss her into the river. As she fell into the water, Ben activate the Copytrix, locate his form and slam the core. He morph into...

"**Articguana!**" shout the Polar Manzardill than he walk to the edge and fire his ice beam, turning the river into a block of ice and trap Vilgaxia in her ice prison.

*_Song End_*

"Whoa, that was cool!" chimed Four Arms as she morph back into Betty.

"Not bad, Ben." smile Kraken as she morph back into Gwen.

"Thanks!" smirk Articguana as he morph back into Ben.

-Few minutes later-

"Ready to go home, Gwen?" ask Ben.

"Sure." nodded Gwen.

"See ya later! I hope I see you two again!" wave Betty. Ben enter his Anodite form and chant the teleportation spell. They disappear from the area as Max, Glen & Betty wave good-bye.

-Main Dimension-

Ben & Gwen arrive and was greeted by the Alien Force and Grandpa Max. They were all happy but they heard that Albedo, since he's Negative Ben, just use the teleportation spell and escaped. But they ignore that as they enjoy their peace.

Later, at 2:00 P.M. in Bellwood, the Plumbers detected a Glavanic Mechamorph rampaging through the city and kidnapped a Japanese girl. Max send both Gwen & Cooper to investigate.

"Man, this is great! You and me, on a mission together." smile Cooper.

"Cooper, you're getting on my nerve! I'm Kevin's girlfriend, not yours!" snapped Gwen.

"I understand, I'm just using you for practice if I find a- Hold it, I sense him!" said Cooper as his eyes start glowing. Suddenly a huge tank, made of Mechamorph alloy, roll up from the warehouse and aim its cannon at Gwen & Cooper.

"SHIP!" shout the tank as it fire a powerful energy cannon at the duo. Gwen grab Cooper and jump out of the way.

"Thanks Gwen." said Cooper.

"You're welcome." shout Gwen. Gwen activate the Omnitrix, rotate the Omnitrix core as she select the holograms and slam the core.

The green sphere travel through her blood vessel as she become a green-highlight silhouette floating in mid-air. Her cells start pulsing as she merged with an alien DNA. Her body turn X-rayed and her skull grew a second pair of eyes under her main pair, her ribcage become larger and thicker, and her arms split into two. She become a female Tetramand wearing similar golden armor as Looma, except the helmet so she can reveal her shoulder-length orange hair. She wore the Omnitrix on her chest.

"**Four Arms!** Ooh, I still have her!" grin Four Arms. She charge toward the tank, grab its muzzle and hammer toss it away. It crash and start rolling around until it stop and it got pretty bang up. "Come out with your hands up." shout Four Arms.

"SHIP!" shout the tank than it start changing shape and morph into a AA gun. It start firing energy bolts at Four Arms, who put her guard.

"Cooper, find the girl!" shout Four Arms as she charge toward the turret and punch it away. The turret land against the video game store's window and land on a tall mechanical statue of mascot for Real Steel. The gun turn into a blob and merge with the mascot, bringing it to life.

"SHIP!" shout the Mechamorph as he charge toward Four Arms and they engage in close combat. Meanwhile, Cooper enter the warehouse where the Mechamorph burst out and found a Japanese girl.

"Hey, are you okay?" ask Cooper.

"Yeah, I'm okay. What's your name?" ask the girl.

"I'm Cooper, what's your name?" ask Cooper.

"**Julie Yamamoto**." answer Julie.

"Okay, let's get out of here while my friend hold out that alien." said Cooper. They exit out of the warehouse, just to find Four Arms crash on the car after receiving a punch from the Mechamorph. He saw Julie and walk toward her. He stood in front of her and his eye start flashing, barking "Ship! Ship ship!"

"Hey Mechamorph!" shout Four Arms as she grab him and slam him into the ground. The Mechamorph lost grip on the mascot and remove it. The Mechamorph is not what they expected; he's small, about the size of a puppy, walk on two stubby legs and a tail. He start whimpering like a dog as he crawl away and hide under the car.

"Hey, I think I hurt his feeling." said Four Arms.

"He's a Mechamorph's offspring. He's harmless when he's not angry but now he's scare of us." explain Cooper.

"Ooh, you poor thing. Come here, come here." cooed Julie.

"Ship? *whimper*" whine the Mechamorph as he hide.

"Ship? Is that your name? Don't worry, we won't hurt you. Come here, come to Julie." smile Julie.

"Ship? Julie?" ask the Mechamorph.

"That's right, I'm Julie and you're Ship! Who's a good little Ship?" cooed Julie. Ship look at her than start wagging its tail like a dog.

"That's right, who's a good little dog? Yes, you are! Come to Mama!" said Julie as she clap her hands.

"Ship! Ship! Ship!" barked the Mechamorph as he run up to Julie and jump on her arms & lick her face with his tongue.

"You're not alone, **Ship**. We're your friends now. Right, Cooper?" ask Julie. Cooper just stay in awe with his jaw dropped & Four Arms morph back into Gwen.

"Wow, you manage to tame him. Hey, wanna join our team? We could use a girl who can easily tame a baby Mechamorph." smile Gwen.

"Really? I can be part of a secret super organization to fight aliens and stuff?!" ask Julie in excitement.

"Sure! Welcome to our team, Alien Force, Julie Yamamoto." smile Gwen as she and Julie shook hands.

**Axle- Chapter finished! Who like Kraken? I came up with that idea because I was wondering, 'how about I make Gwen become a Chimera Sui Generis'. I chose the name 'Kraken' because the Chimera Sui Generis can transform into a giant octopus or squid. Leave reviews, guys!**


	26. Alien Swarm

**Chapter 26: Alien Swarm**

**Axle- *Sigh*, so many stories to make, so little time.**

**Kevin- Is this where the Nanochips come in?**

**Gwen- Yep!**

**Looma- I'm sorry, Benjamin.**

**Ben- It's okay. I love it when you get jealous. It turns me on!**

**Disclaimer: I don't own any Ben 10 characters**

It has pass 3 months after Reiny and the Highbreeds became allies & left Earth in peace. The Plumbers are back in business and Bellwood are in peace.

The Rust Bucket II, driven by Kevin, drive across Bellwood and arrive at the abandoned warehouse in the outskirt. He parked his car inside the warehouse.

A sniveling man walk toward Kevin nervously, looking over his shoulder every seconds.

"What have you got for me, **Fitz**?" ask Kevin.

"I knew you'd be the guy to call on this, Kev." smiled Fitz in nervous yet excited tone. "This is big, and I figured you'd have the connections to-"

"Show me." said Kevin as he interrupted him. Fitz nodded and pull out his cellphone as he start dialing. Than three motorcycle riders arrive and parked in front of Kevin.

"I-I'm just the middle man." stammer Fitz. One biker remove his helmet; he's black with dreadlocks.

"Are you the buyer?" ask biker #1.

"It depends. What are you selling?" ask Kevin.

"Alien technology-the good stuff." smirk biker #1. He and biker #2 took out the suitcases and move to place them on the hood of Kevin's car.

"Watch the paint." warn Kevin. The bikers gaze at him and put the suitcase gently on the hood. They open them up and reveal six canisters, three on each case. Kevin pick one up and observe it; they're filled with metal chips but Kevin doesn't know what are they.

"What is it?" ask Kevin.

"You don't know?" ask biker #2 as he raise one eyebrow.

"You don't know, do you?" ask Kevin as he gave him the capsule. "Is it a weapon? Does it fire? Can it blow stuff up? See, this is an important information for a prospective buyer." said Kevin.

"It's alien technology, man. It's gotta be worth some money. Are you interested or not?" ask biker #1.

"Just chill. Let me talk to my partners." said Kevin as he keep his cool.

"Partners? You didn't say anything about partners." said Fitz.

"Neither did you." smirk Kevin. Entering the warehouse are Gwen 10, Ben 14 and Looma (Human). **(A/N: Looma now wear the same outfit as Ben, except the stripes are pink and the 10 was replaced with Plumber icon)**

"You're working with her?" ask Fitz nervously.

"That's right." said Gwen.

"Actually, _we_ are working with her. Kevin doesn't really work, he just stands around flexing his muscles." chuckle Ben.

"Yeah, how about I flex 'em in your face?" grin Kevin.

"Who are these jokers, man?" ask biker #1.

"I can't tell you. I'm just the middle man." shrugged Fitz.

"We're just some regular old folks who are beginning to think this is a big, fat waste of our time." scoff Gwen.

"What do we got?" ask Ben.

"I've never seen anything like 'em, Ben." answer Kevin. "They're complex. Must be grade 9 tech at least."

Suddenly the Omnitrix started flashing orange and make whirring sounds.

"Whatever they are, they're screwing up the Omnitrix." said Gwen.

"What's with you guys? I've never met buyers like you before." wonder biker #1.

"You never met anyone like them before because they're not just black market lowlife like you." answer biker #3. "They're Plumbers."

"You mean they're gonna pay for this stuff by fixing my toilet?" ask biker #1 in sarcastic tone.

"The Plumbers are a secret interplanetary security force, saving the world so we don't have to." answer biker #3 again.

"Oh, right, of course. We're cops from outer spaces. Or maybe, we're firemen from Atlantis." joked Kevin.

"How did you learn about these Plumbers you think we are?" ask Gwen. Biker #3 got off her bike and walk toward the teams.

"Everything I know about the Plumbers, I learned the same way you did..." biker #3 remove her helmet. "Gwen."

"**Elena**?" ask Gwen.

"No. Way." said Kevin.

"Oh, you still remember me. I'm honored." said Elena.

"Hello? Can anyone toss us a clue about what's going on here?" ask Looma as she and Ben are confused.

"Looma, Ben, this is Elena Validus. She's a Plumbers' Kid, like us." frown Kevin.

"Not like you, guys. None of my ancestors were aliens. I don't have any cool powers to rely on." scoff Elena.

"We hung out for a while back in the day. Then Elena's dad quit. And you moved away and we haven't heard from you since." said Gwen.

"Is that what they told you? That my dad quit?" scoff Elena. "Considering that you have more power than all the Plumbers combined, you sure don't know much."

"Than why don't you tell us? What's going on? What are you doing here with these chips?" ask Gwen in angry tone. Unbeknownst to everyone, someone is watching them.

"I'm here to find you two, although I'm surprised that Ben is here, with a duplicate Omnitrix. The Plumbers don't exactly advertise. I need your help, Gwen." said Elena. "It's my father. He's been abducted."

"Call the cops." scoff Kevin.

"They can't help. His disappearance is connected with these alien chips." explain Elena.

"We'll help you find him, Elena. You're a Plumbers' Kid and a friend." smile Gwen.

"Am I, Gwen? Really? Because life's been pretty hard for the last three years, I don't recall you ever looking us up." said Elena. Biker #1 heard a crackling sound and look at the chips; they started glowing and became alive.

"What is that?" ask Looma.

"Elena?" ask Gwen.

"I don't know." reply Elena.

"It's a double-cross." said Kevin.

"I sense manas! It's a trap!" exclaim Ben as they quickly look at Elena.

"No! I swear it! I just wanted your help!" protest Elena. The other chips became active and start crackling wildly.

"Don't wanna impose on your little dysfunctions, so..." Fitz step back than quickly ran. The chips start crackling and whistling as they start glowing brighter. All the capsules exploded and the chips start flying out like an insect swarms, buzzing around them.

"Bring them back to us." mutter the mysterious man. Gwen try to activate her Omnitrix but it started flashing red & green repeatedly.

"Kevin, I think you were right about these not being ordinary computer chips." said Gwen. The swarms of chips divided into two. One swarm continue buzzing on the others while the second is preparing to attack. Looma stand near the steel beam hanging by the rope. She remove her ID mask and transform back to her true form. **(A/N: Looma now wear black/pink jumpsuit with short pants-legs, black fingerless gloves, and doesn't wear her helmet no more. She wore the Plumber's Badge on her left chest.)**

"Whoa!" gasped the bikers. Looma crack her knuckles and grab the steel beam with her four hands. She leaned back and took a powerful baseball-like swing. It struck the second swarms and scatter them, splitting them into two. They merged back together and form a swirling drill as they charge toward Ben.

"Beloved!" called out Looma. Ben look ahead and saw them. He thrust his hands out, charged them with mana and fire a mana bolt at the swarm. It struck them but they resume the attack. He start throwing another mana bolt and shatter them but they reconstructed themself and continue attacking them.

"Gwen! I could use little help over here!" growl Ben as he thrust his hands and fire a large mana bolt but once it struck them, they regenerated again and continue advancing.

"Can't! I have some problem here!" said Gwen.

"Don't sweat it, sweet angel. If you can't handle it..." Kevin start climbing up the pillar as well as absorbing its metal. "...I know someone who can." As the swarm flew closer, Kevin grab hold the pillar and swing his kicks, shattering them in two again. He drop down and dissolve the metal skin. The swarms merge together again but Looma swing the beam again and shatter them than Ben fire two mana bolts and shatter them more, splitting into four swarms.

"What's going on?" ask biker #2.

"They're all, like, freaks or something!" exclaim biker #1. "Let's get outta of here, man!" The bikers ride on their motorcycle and fled the scene. Gwen grab one of the downed chips and run to Ben's side, as he kept firing mana bolts but they kept regenerating.

"They're not just chips. It's some kind of alien nano-technology." said Gwen as she hold up one of the chip, as it power-down.

"The attack is too organized. There must be intelligence behind it." said Looma as she look around. Ben notice Elena is looking at someone so he look up. They saw a man wearing a trench coat and a hat. He gave a hand gesture that command the **Nano-Chips** to gather and form into a tornado.

"I don't know if he's intelligence, but I think we found the puppeteer." said Ben. The tornado grew bigger and covered the unknown man. "That's not good."

"Ready or not!" said Gwen. She activate the Omnitrix and the core pop up. She gave a running start as she select her form. "Come on, **Stink Fly**." begged Gwen as she selected the hologram of a insectoid. She slam the core and release a bright green light.

The green sphere travel through her bloodstream as she became a green-highlighted silhouette, floating in mid-air. Her cells start pulsing as she merged with the alien DNA. Her body turn X-rayed and pulsing rapidly than release a bright light.

"**Frostbright!** That'll work." smile Frostblight as she fly her way toward the swarms.

"Coming at you!" grin Ben as he activate the Copytrix, selected the form and slam the core down.

The blue sphere travel through his bloodstream as he become a blue-highlighted silhouette floating in mid-air. His cells start pulsing as he merged with the alien DNA. His body turn X-rayed and his feet stretches into two long front toes and grew one back toe. His skull's eyes form a glare than gain two green bug-like eyes. He became a black/blue moth with four large wings.

"**Big Chill!**" hiss the Necrofiggian as he fly his way to join Frostblight. Looma hold up the beam and throw it at the swarms but they open up and form a hole that the beam went through it.

"Hold on, Looma!" said Big Chill. Big Chill breathe a ice-cold vapor but he got smacked by the swarm who created an arm that knock him down. He regain balance and start evading. Frostblight focused her gaze at the "arms" and turn it into a block ice. Distracted by its frozen arms, Big Chill & Frostblight combined their powers and breathe a huge blast of ice-cold vapor until it turn into a block of ice pillar. Than they exploded and knock the duo back.

"Are you all right?" ask Frostblight.

"Yeah. Thanks." said Elena.

"Who is that, Elena?" ask Kevin.

"I don't know." answer Elena.

"Than let's find out." smirk Big Chill as he charge toward the mysterious man. He threw a ball of nano-chip swarm but Big Chill quickly evade it and blast him with a full breath of ice vapor. The man jump out and toss another ball of swarm at Looma.

"No!" gasped Big Chill.

"Looma!" exclaim Kevin. Frostblight step in front and, using her breath, created a wall of ice and withstand the blast. Big Chill morph back into Ben and run to Looma's side.

"Are you okay?" ask Ben.

"I'm okay." nodded Looma as she wear her ID Mask again.

"Who is that guy?" ask Frostblght as she morph back into Gwen.

"I think you mean, who _was_ he?" stated Ben as he look at the platform he frozen and saw no sign of the enemy.

"Elena?" wonder Gwen as she look around.

"If you're looking for your ex-best friend, I think your superb skills was too much for her." smirk Ben.

"Benjamin was right. She set us up." Looma agree.

"I know, but why?" sigh Gwen.

Kevin drove the others to the Bellwood Motors, where Kevin works on part-time. They exit the car and head inside.

"Something is not right here." said Ben.

"Yeah, starting with that crazy biker babe who used to be our friend." scoff Kevin.

"Her story doesn't add up either. Why sell alien tech on the black market just to find the Plumbers when her father used to be one?" ask Looma.

"She said that something happened to her dad back when they lived here, and we weren't told the truth about it. If that's the case, Grandpa Max has some serious explaining to do." said Gwen as she enter the store.

"I'm sorry, that old girl's gonna need new pistons. There's no getting around it." said the owner.

"Hey, **Ed**." greeted Gwen.

"Hey guys." said Ed.

"Gotta grab something out of the back." said Kevin. Ed nodded as he know what he meant.

"Hey, Ben, you going to the game tomorrow?" ask Molly.

"Uh... I hope so, Molly. Just got hit with some serious, uh, homework." said Ben while looking at Looma, who just smile. Outside the shop, Elena was observing them.

"You know Benji, all work and no play." joked Kevin as he grab a soda and a slice of pizza. They walk through the backdoor.

"Seriously, look, that's the best I can do for you." said Ed as he talk to his customer. "I don't make the price, I just fix the cars."

Ben, Gwen, Kevin and Looma arrive at the back door and Ben pick out a wrench that have the key and open the special lock.

"I don't recognize it, and I really don't like it." said Looma as she gaze at the chip.

"Me neither. Sooner we get that under the scanner, the sooner we can hunt down that creep and his army of flying chips." said Ben as he open the door. The door show a metal wall that later slide down along with a wood door and reveal a secret elevator.

"I don't get what you see in him." said Ben as Kevin slubber down the soda. The doors close and they head down to the secret Plumber Base. As they walk through the Control Room, they arrive at Comm Center.

"System's up." command Ben. The wall light up in green light, revealing as the monitors.

"Good afternoon, Ben. Now activating all partitions." said the computer.

"Ben, did you ask Grandpa Max if we could use the Comm Center?" ask Gwen as Ben sat on his seat.

"You wanna start solving this thing, or you wanna go looking for a permission slip?" ask Ben with a serious tone.

The teams start searching and analyzing the chips as hard as they can to find out what are they, where did they come from and who created them.

"Engaging comprehensive interior and exterior scan. Biological and inorganic matter detected. Molecular density is inert." said the computer.

"Austenitic, ferritic, martensitic phase microstructure. Both organic and inorganic materials." said Gwen.

"Gwen, you are a credit to the science club. You might even impressed Azmuth." said Ben.

"I've never seen anything like this. I mean, it's tech, but it's also a carbon-silken based life form." said Kevin.

"So they're alive." Looma said.

"Man, I'm liking these less and less." sigh Ben.

"Well, they were alive, kind of. Now they're in alien chip heaven." shrugged Kevin.

"Gwen, give that chip please. Let see if I can trace where they came from by using my mana." ask Ben. Gwen toss him the chip, he grab it and then start meditating with his eyes glowed sky-blue. Than Ben stopped meditating and shook his head. "They're completely inert. I can't pick up any energy signature."

"What now?" ask Looma.

"Well, maybe I can jumpstart an energy pulse, but it will take forever, and it'll be a total pain in the-" Kevin notice Gwen is giving him a cold stare. "All right, I'll get right on it." said Kevin.

"Or we can call Cooper and ask him if he techopath these chips so he can tell us where they came from." suggest Ben.

"Oh please no." groan Gwen.

"Okay than we'll find Elena and spit the truth out of her. Plumbers' Kid or not, she better start talking." grin Ben and Looma agree with him.

"Like the Highbreed you almost killed said, we can't trust anyone now. Not even Grandpa or Grandma." scoff Gwen.

"Trust us to do what?" ask Max as he and Verdona arrive, eating bowls of soup.

"Hey, Grandpa and Grandma. We can't trust you to make soup without putting baked humus or lizard gizzards in it." said Gwen nervously.

"Hmm. That sounds like a pretty good combo." smile Max and Verdona giggle as she resume eating her soup.

"By the way, ahem, what are you kids doing down here in the hole on off hours?" ask Verdona.

"Uh, we had a little situation." said Kevin

"Commencing scan." said the computer.

"Hey, what's that?" ask Max. "Looks familiar. I've seen that somewhere before."

"You have? Where?" ask Ben.

"Max, there's something you need to explain-"

"Unidentified intrusion at entryway three." warn the computer.

"Sounds like we've got an uninvited guest." said Max. "Kev, punch up a tracker on the complex." order Max.

"No need." said Verdona as her eyes glowed pink. "I've got 'em."

They ran down through the hallway with Verdona leading the way.

"They're in Max's office!" exclaim Verdona.

"They better not touch my model train set!" said Max as he armed his plasma gun. "I just painted the caboose!"

They arrive at Max's office and both Verdona & Ben used their mana to track the intruder while Gwen ready her Omnitrix.

"Over here, guys." said Ben.

"Whoever you are, you picked the wrong place to break into. You're gonna be one fried, roasted and baked..." Kevin absorb the metal nearby and ready his punch. "...babe?" ask Kevin as the intruder reveal itself as Elena.

"How did-"

"How'd you get in here?" ask Max, completing Ben's sentence. Elena hold up a wrench that have the key for the secret lock and smile.

"It's time to get Big Ed some glasses." said Kevin.

"Been a long time, Mr. Tennyson." smile Elena.

"You shouldn't have come here, Elena." said Max as he aim his gun at her.

"Max, Elena was the one who set up the sale of those weird chips." said Looma.

"Of course. I knew I'd seen those before. It's time for you to go!" order Max.

"Mr. Tennyson, I had to do that. I need help, and it was the only way I could think of to get it." explain Elena.

"You know the rules!" scowl Max.

"It's my father! He's been kidnapped by whoever, or whatever made those chips. I knew that only The Plumbers could help." said Elena.

"Get her outta here!" order Max to Kevin.

"You're not serious. She needs help." said Verdona.

"That's an order!" shout Max.

"You heard the man." said Kevin.

"I don't know what's going on, but he means it." said Looma as she grab her arm and dragged her to the exit but Elena shove her away and glare at Max.

"Then I'll tell you what's going on. Your sweet old grandpa turned his back on us 3 years ago- Threw us out on the street when we needed his help, lied to you to cover his tracks. now my father is in serious trouble, and Max still won't help us." scoff Elena.

"Is that true?" ask Ben.

"Can't we just talk to her?" ask Verdona.

"No, Verdona. Anything she said would be a lie. Kevin." Max motion his head to tell Kevin take Elena out. Kevin sigh and walk toward Elena.

"Thanks for the help. You guys are real heroes. And, Gwen, thanks for being a real friend." said Elena as she storm off, with Kevin following her to make sure she leaves.

"What's wrong with you, Max?" ask Verdona.

"There's nothing wrong with me, but there's a lot wrong with her. She's **Victor Validus**' daughter." said Max.

"Okay, I'm sufficiently stumped. What's going on here?" ask Gwen. Max took them to his desk and have the computer run profile on Victor.

"Dr. Victor Emilio Validus. Plumber ID..." as the computer run profile, Max begin to talk.

"Victor Validus was the best Plumber I ever trained. We stopped more than our share of invasions. I trusted Vic with my life. I wanted to trust the running of this place to him. Until he betrayed me." explain Max.

"What?" ask Ben & Looma.

"He was caught stealing alien technology from our vaults. Tech that he swore he'd protect the earth from. He was given a dishonorable discharge. A traitor." answer Max.

"Traitor's daughter's left the building." said Kevin as he came back.

"What did he steal?" ask Gwen.

"Same stuff Elena was dealing." answer Max.

"Max, how could you! You promised me to never keep secret from me, or our grandchildren!" hissed Verdona.

"I did that for their own good." said Max. "They were too young to understand."

"Well, we still don't understand. You can't judge her by what her father did." snarl Ben.

"You two, just stay away from her. The Validus family are blacklisted. There can be no interaction between them and the Plumbers." said Max.

"That's the way you see it!" growl Verdona. "I'm telepathic and I see that a friend is in trouble and she's the best link we have to those chips and whoever controlling them. Many Earthling might end up in trouble beside Elena and Victor."

"That's why we are going to analyze those chips and take care of this crisis by the book!" argue Max. "That is my decision."

"Well, it's the wrong decision. I'm not talking to you anymore, Max. Until you clean up the mess you made and the promise you broke. Gwen, go after Elena and find out more of the chips. Ben, you, Looma and Kevin stay with your grandfather and analyze the chip. I'm leaving and you better clean up your act." Verdona chant a spell and she teleported away. Max sighed and Gwen head out under her grandma's order.

Outside the base, Elena drove through the town on her motorcycle than stop as a dark blue/pink motorcycle park in front of her. The driver is a woman but she's not taking over her helmet. On the bike there's a Omnitrix symbol.

"What do you want?" ask Elena bitterly.

"Answers. I'll help you find your father and you will give me answers." said the biker.

"What about your Gramps?" ask Elena.

"Not too thrilled about it." answer the biker.

"And you're helping me anyway?" she ask again and the biker just shrugged. "Nice bike."

"Uh, this bike is me. This is my alien form, **Fembot**. I can disguised as a motorcycle. I used the hologram of a biker so no one get suspicious. Let's find your dad." said Fembot. "First stop- Wherever you got your hands on those chips." Elena and Fembot drove out of town and head down the road.

Meanwhile, Kevin was busy trying to gain access to the mainframe from Max's computer.

"Max?" ask Looma but she found Kevin instead. She walk next to Kevin and yank the headphone off his ear. "Am I interrupting something?"

"Finding your fiancé? He's taking a bath." said Kevin.

"Okay, I'll wait." said Looma, although she wanted to go there and have a peek.

"Invalid codec. Access to mainframe denied." said the computer.

"Kev, what are you doing in Max's office?" ask Looma.

"I wanted to know what intel we already had on those chips. If Validus took them from a vault, they should be in the system." answer Kevin.

"And?" ask the naïve princess.

"All the files are sealed."

"Than why don't you ask Max?"

"I tried that. He wasn't open to discussion."

"So you just came in here and opened up his personal files? Guess Benjamin was right about you being a thief, Osmosian." smirk Looma.

"Yeah, except I need to figure out the password." said Kevin.

"That would be a huge violation of trust." said Looma.

"And regulations. Maybe we ask Ben and he'll go Mecha Merge and open it for us." smile Kevin.

"Okay, I'll ask him." she walk off to find Ben. She enter the bathroom and Kevin start betting in his thought what will Ben react.

"Oh Benjamin, I have a request!" Looma called out and Kevin can hear a sound of Looma pulling the curtain aside.

"AAAAHHH! LOOMA?!" Kevin heard Ben's scream and try to hold his laugh.

"Ooh, Benjamin! What body!" squeal Looma and Kevin burst out laughing. Few minutes later, the fully dressed Ben meet up with Kevin, along with Looma, who kept gazing at his body.

Ben activate his Copytrix, select his alien form and slam the Copytrix core.

The blue sphere travel through his blood vessel as he became a blue-highlighted silhouette floating in mid-air. His cells start pulsing as he merged with the alien DNA. He become covered in wires and cables than gain four green optics. He wore the Copytrix symbol on his chest.

"**Mega Coil!**" shout Mega Coil than connected his plugs on the computer and start gaining access the mainframe.

"Not the alien I expected but still..." shrugged Kevin.

"Now implementing search for variable internodes based on random numeric ciphers." said the computer.

-The Nearby City-

In the middle of the night, the mysterious man walk through the ally, talking to himself in a distorted voice.

"Don't worry. Yes, yes, our tests are all complete. Please, we must know. Is it time?" ask the mysterious man to himself.

"Oh, yeah, pal, it's time. Time for you to give us your money." chuckle thug #1.

"Hey, we're talking to you, loony toon." chuckle thug #2 as he snap his fingers in front of his face. "Don't you know this is a bad part of town? You shouldn't be out here walking all alone."

"Alone? We are not alone. We are never alone." hiss the mysterious man.

"Your wallet, fool!" laugh thug #1 as he grab his coat. The mysterious man grabs his man and twisted his wrist.

"Ow! Argh!" groan thug #1 and his friend try to pull him free

"We offer you so much more than money. We offer you a new life!" grin the mysterious man as he let go of the thug. "Join us! Help us! Rule with us! Ha ha ha ha!" laugh the mysterious man as he unleashed the Nano-Chips from his body and attack the thugs. Two Nano-Chips enter their body and suddenly, they stop moaning in pain, stood up and follow the mysterious man as the Nano-Chips return inside the latter.

Fembot and Elena continue driving across the city until they arrive in a small neighborhood and parked next to an apartment. Elena parked her bike while Fembot morph back into Gwen.

"My father started acting weird a couple of months ago. I followed him one night to this place." explain Elena.

"Well, hanging out around here certainly classifies as weird." said Gwen. As they head for the building, someone is watching them.

"That's a good girl. Bring him here to us. She can't help you now." said the mysterious man than he look over his shoulder and nodded to the silhouettes. Than they walk away. The duo enter the house and look around.

"What was he doing, racing cockroaches?" ask Gwen.

"He has a laboratory set up. Whatever he was working on, he didn't want me involved. Then he stopped coming home at all." said Elena. They walk upstairs as she led Gwen to the lab. Unbeknownst to them, the mysterious man exit the house from the back door with civilain who are carrying boxes outside and place them in the van.

"To the final staging area." order the mysterious man than he look at the civilians. "Take care of our guests." he order as he enter the van. The civilians didn't said a word and nodded in agreement.

Gwen and Elena enter the lab and search around.

"What's he doing here?" ask Gwen.

"He was studying the chips." answer Elena.

"Wow, when your dad takes up a hobby, he doesn't mess around." said Gwen.

"Someone's been here...taking things." said Elena as she search around for the Nano-Chips but couldn't find it.

"Or looking for things." add Gwen as she look at the notes. "Elena, these notes, he wasn't studying the chips, he was upgrading them. Look at all this. Your dad was crazy."

"You're wrong. He's a brilliant man, he just became possessed by his work." protest Elena.

"Why?" ask Gwen as she look around the lab.

"He said these things posed some kind of threat. The Plumbers didn't believe him, so he took them. Now they won't lift a finger to help him." answer Elena as she bend down on her knees and search for something.

"And Max is kind of a stickler about the Plumber rulebook." said Gwen as she gaze at the picture of Victor and Elena.

"This is where I found those chips in storage canisters. They were all over the place." said Elena as she become confused. Gwen found a paper of the Ship-It delivery check.

"Looks like your dad had business with Ship-It. You think he could have sent the chips somewhere?" ask Gwen. Elena shook her head. "Well, whoever has your dad wanted these chips." Than Gwen remember something.

"The freak from the drop. Do you know who that is?" ask Gwen.

"I have no idea." said Elena as she shook her head again.

"Ah well. Some much for answers. Guess we'll head back and let my cousin know." sigh Gwen as she turn to leave but stopped as a small group of civilians are blocking the exit.

"Who are you? What do you want?" ask Gwen in a serious tone.

"We want to help you." said the man in distorted voice.

"No thank you. We're good. Just two girls browsing around." chimed Gwen then she notice something; their eyes flashes yellow. "Whoa, look at their eyes." Elena tilt the lamp and shine the light at them.

"It's not just their eyes. Look, the chips." said Elena as they saw the Nano-Chips crawling inside their throat.

"They're infected. They're being controlled." gasped Gwen.

"We want you to meet the Queen." said the woman.

"Oh, we love to, but I don't like bowing villains, so no thanks." smirk Gwen. The infected civilians move closer. "There's too many of 'em, like they were expecting us- like this is a trap." Gwen glare at Elena.

"No, I swear it!" protest Elena.

"It's hero time!" said Gwen as she activate the Omnitrix but once again, the Omnitrix start whirring and flashing crazy. "Not again!" moan Gwen.

"Fire escape! Run!" shout Elena as she and Gwen run to the fire escape before they grab them. As they reach the ground safely, they got surrounded by more infected civilians.

"No! What do we do?" ask Elena.

"I got it. If these chips are really alive, like some form of techno-organic interface, than the watch must be in Scan Mode, although they're small so the scanning is slow. Let me redirect the scan back at the chips. If I can just boost the power." Gwen start pressing the button and the Omnitrix start pulsing. "Got it!" Gwen aim her Omnitrix at the infected civilians and release a powerful feedback, knocking them away.

"UNCATALOGGED DNA SAMPLE ACQUIRED! SCAN COMPLETED!" said the AI. The Omnitrix flashes green and Gwen quickly slam the core.

The green sphere travel through her blood stream as she became a green-highlighted silhouette floating in mid-air. Her cells start pulsing as she merged with alien DNA. Her body turn X-rayed and pulse rapidly than release a bright light.

"**Fembot!**" shout the Vehicoid. She slam her fists down and send tremor, knocking them down. She convert into a motorcycle and Elena ride on her. They drove off to safety before they catch them.

"I'm going to the shipment center and find out what your dad was up to. And I hope we find him too." said Fembot as she continue driving.

"Whatever he sent is long gone now." said Elena.

"Are you sure? Cause the check I found said it was dated today. I thought you said he's been missing for weeks?" ask Fembot in annoyance.

"He has."

"*sigh* Let's find something at Ship-It." sigh Fembot.

-Comm Center, Plumber HQ-

"_Who were you gonna sell the chips to, Victor?_" ask Max from the recorded video after Mega Coil open the mainframe.

"_I keep telling you... I had to take them. It was for research. Those chips, they're a threat. They're planning something._" said Victor as he try to tell them the truth,

"_That is a lie! They're dead! The lab boys said they're nothing but alien techs, no threat at all._" shout Max. "_Who's your buyer?_"

"_The hive, they want us! They're coming for us, Max! They're coming for us all! I'm telling you the truth, Max!_" said Victor.

"_You're gonna have to do better than that, Victor. I know you._" frown Max. Kevin press the button and pause the video.

"Gramps has a great bedside manner there, Ben." said Kevin.

"Validus was like, his prized pupil. Max must've really felt his betrayal." said Mega Coil. "I wonder if..."

"You think Max's getting stabbed in the back is keeping him from seeing straight?" ask Kevin. Mega Coil just shrugged and Looma gave a "that's right" look.

"That would make..."

"Verdona right." said Looma, finishing Kevin's sentence.

"And that's a scary thought." said Kevin.

"So what if this, how you Earthling say, 'loony' isn't so loony? What if the chips weren't dead?" ask Looma.

"Like, some kind of species of insects that can remain dormant for decades." said Kevin. Mega Coil gave him a confused glance. "I learned that from watching The Science Channel." smile Kevin. Mega Coil shook his head and Looma giggle.

"Now commencing thermal and spatial analysis of all targets." said the computer.

"Have any luck getting a trace on their energy signature?" ask Looma.

"Your wish is my command." smirk Mega Coil as he install more plugs and speed up the search progress.

"Targets identified. Absolute locations displayed in a radial curve, commencing at 38 degrees latitudes." said the computer as she search through the state of U.S.A.

"The chips are showing up in a 100-mile radius." said Kevin.

"96 degrees longitude." said the computer as she locked on confirmed location.

"Beloved! You did it! Mwah!" Looma kissed Mega Coil's cheek.

"The cheek? I find all the big bad alien chips, and all I get is a kiss on the cheek?" ask Mega Coil with a wide grin. Looma smile and gave him a wink while Kevin laugh under his breath.

"Greatest concentration of chips...is clustered here." said Looma as she type the computer and marked the targeted location.

"It's the Ship-It distribution center." Kevin said as he gaze at the monitor.

"It's only about an hour from here." said Mega Coil as he disconnected himself and morph back into Ben.

-Ship-It Center-

A door receive a huge dent from a punch than the door was flown open by another punch, belonging to Kevin, who absorbed the doorknob's metal alloy.

"Come on, it's open." said Kevin as he dissolve the metal skin and shine the room with his flashlight.

"It's open, huh?" scoff Looma.

"It's open now." smile Kevin as they walk inside. They enter the garage but there's nothing there. "Remind me why we drove all the way out here again?" ask Kevin. Ben extended his hand and tried to read any manas in the area.

"They were here, Kevin. We're too late." sigh Ben as he walk to the other door. Kevin extended his hand and mimic what Ben just did.

"Yeah. That's what I get, too." scoff Kevin and Looma chuckle.

"So you want Anodite power?" ask Looma.

"Hey, even if they're useful, I'll go crazy if I absorb energy." said Kevin as he followed Ben. They search through rooms and saw the place was a mess.

"And there's, like, nothing here anymore." sigh Kevin.

"There's something. Let's check it out." said Looma. They arrive in the office and search through the documents.

"London, Paris, Shanghai. These orders originated from this location, and are headed all over the world. Literally." said Ben.

"You mean this small building can deliver items all around the planet? Cool!" smile Looma.

"Yeah. Air, sea, by every means, they have." said Ben. Kevin browse through the papers.

"Must be thousands of crate orders. Maybe 100,000." mutter Kevin.

"Kevin, what do you think about this?" ask Ben.

"I think we're at least one step behind something disturbingly huge." answer Kevin.

"May I help you?" ask someone who made the trio jumped and drop in defense stance. It was post office clerk, which frankly, Ben and Kevin didn't heard no one entering the room.

"Um, hi, we just had a few questions." smile Looma.

"Ship-It is closed right now. Please return during regular business hours." said the clerk.

"And what are you doing here in the dark?" ask Ben.

"We are workers. We live to obey." answer the clerk. Ben notice he just said 'we' when it's just him.

"Well, you must be employee of the month." scoff Kevin. The clerk turn his head and gaze at Kevin. When he turn his head, it just made a squeak sound and his eyes flashes yellow. Kevin, Ben & Looma notice that and exchange surprised glance.

"Look, Mister, we just need to take some of these documents for a little school project. I'll bring 'em right back after we turn in our, how you say, report. Okay?" smile Looma as she grab some of the papers.

"No, you will remain. You will join us." smile the clerk. Kevin step forward, grab him by his collar and lift him up.

"I'm gonna have to insist." grin Kevin as he absorb the wood from the table, gaining wood-like fist.

"Your desires are irrelevant. The Queen's will supersedes all." smile the clerk.

"Well, tell your queen to supersede this." said Kevin as he show his wooden fist. Ben roll his eyes and Looma gave a childish smile (X3) while the infected man just smiled. Kevin punch him through the window and fall to the ground from the second floor. They quickly ran back to the Rust Bucket II and get inside. As they bucket their seatbelts, Looma look at the mirror than look back. The man is backed and he raise his arms up.

"What's that weirdo doing?" ask Looma. Kevin and Ben look back and saw him.

"Don't know. Praying to the great god of bubble wrap?" shrugged Kevin.

"Kevin!" exclaim Ben as he look in front and saw a swarm of Nano-Chips heading toward them.

"Okay, these chips are now officially an issue." said Kevin. The swarms start separating and morph into multiple spheres.

"Okay, that's new. They couldn't form solid shapes before." said Ben as he grew nervous.

"Could the chips be learning?" ask Looma. The swarms, now formed into **Nano-Sphere**, tackle the car and crack the glass.

"Come on, not the glass! That's custom!" complain Kevin.

"Shut up and drive, Osomosian!" shout Looma. Kevin start up the car and tackle the swarms as they fled.

"Thank you for using Ship-It." smile the infected man. The trio drove down the street as they head for the city. The swarms caught up and form into a bigger sphere. Looma look back and start sweating.

"We got company!" panicked Looma. Kevin notice and drove faster. The sphere follow then split into three.

"I think they're getting smarter." said Ben.

"Than so will we." smirk Kevin. He quickly slam the brake and made a power slide turn, making the nano-spheres stop and try to turn but one of them crash and exploded into pieces. Kevin release the brake and drive through the tunnel. The two spheres try to follow but crash and exploded. The swarms reconstructed themselves into the spheres again but this time outfitted with spikes that help their mobility. Kevin frown as he notice they're still following.

"Okay, so we gotta get smarter _and_ faster." said Kevin as he pull up a red lid, flip the switch and press the button, giving the car sudden burst of speed. They reach out of the tunnel and made a hard turn as a car was approaching. Kevin evade the car and made him hit the brake & stop. The nano-spheres saw the car blocking their path so two dissolved and went under while the last one jump over it. They resume their chase as they try to keep up with the Rust Bucket II.

Meanwhile on the bridge, Fembot, in her robot form, displayed a map using her optics as they try to find the Ship-It office.

"The Ship-It office is right up over here." said Fembot. Than they heard an engine roars in the distance.

"What was that?" ask Elena.

"The most obnoxious muscle car in the world." smile Fembot than she convert into a motorcycle. "Get on, we're taking a detour." said Fembot. Elena put on her helmet and ride on her.

Kevin drive as fast as he can and manage to force one of the spheres to crash but it reconstructed and continue chasing them.

"I can't lose them!" grunt Kevin. As he drove under the bridge and headed for the harbor, one of the spheres tackle the wheel and shred it apart.

"The wheel's gone!" exclaim Ben.

"Hang on!" exclaim Kevin. One of the sphere move in front and Kevin tackled, releasing explosion that propelled the Rust Bucket II into the air and crashed, leaving mega damages on the car. They crawl out of the car. Looma crawl out and started coughing.

"You okay?" ask Ben.

"Yeah. It hurts when I laugh, but I don't think that'll be a problem." nodded Looma. Ben chuckle and hugged her.

"I don't know who's behind all this, but they're gonna FIX MY CAR!" yelled Kevin in anger as he observe the damages his beloved car suffered. They look around and no sign of the Nano-Chip.

"You think they give up?" ask Looma.

"I don't know." Ben reply. "Maybe they just wanna scare us." Than they heard a metal creaking and Kevin saw something that made him get wide-eyed.

"Well, they succeeded." said Kevin. The other two look at Kevin's direction and saw a gigantic nano-sphere on the bridge. Suddenly it grew multiple metal spikes around its body than drop down from the bridge and land on the ground. It start moving slowing toward them. Ben try to attack it with mana bolts but no effect. Kevin absorb the metal from an old barrel and gain metal skin while Looma remove her ID Mask and transform into her true form. She clapped her hands strongly and send out a shockwave. It fazed it but not enough. Ben slam the core and morph into...

"**Crushopper!**" chimed Crushopper than he super-leap toward the sphere and head butted it. He got knocked back and receive a headache. "Ugh... its armor is too strong for me, Looma or Kevin." groan Crushopper.

Fembot is arriving at the scene and saw the sphere.

"Elena, jump off!" order Fembot.

"What?!" ask Elena.

"Do it!" shout Fembot. Elena jump off and land on the ground. Fembot convert into her robot form and jump over the sphere. As she somersault, she release a bright light and morph into...

"**Titanosaurus!** RAAAAGGHH!" roar Titanosaurus as she face the nano-sphere. Elena ran to the others.

"Nice timing." said Crushopper. Titanosaurus, instead of growing larger, begin to grow thick armor-like skin on her body and grew large dorsal fins on her back. The nano-sphere respond by expanding its spikes and increase its speed. Titanosaurus tackle it and start ripping it apart. The remains burst up and morph into a buzzsaw-like wheels.

"That's kinda whatev." said Kevin.

"That's kind of a nightmare." exclaim Looma. Titanosaurus notice them and growl as she withstand the metal spikes they shoot at her. She tackle one fo them with a shoulder charge and it exploded. She slam the others but they keep coming and manage to wounded Titanosaurus' shoulder. She ignore the pain and remove the spike as she charge toward them. They start spinning around her, dissolving and morphing into a tornado made of deadly blades.

"It's got Titanosaurus!" exclaim Elena.

"I wouldn't count on it." said Kevin. The tornado consume Titanosaurus but she blast out of there and land on the ground, but, due of female Humonguasaur's weaker armor, she was heavily wounded but she still fight as she throw a large chunk of boulder at it, damaging as hard as she can when the tornado form into worm-like creature made of saw blades. She threw punches at it, damaging it but it regenerated.

"She needs help!" said Crushopper as he took a superleap and morph into...

"**Articguana!**" shout the Polar Manzardill and breathe a powerful ice beam, turning the worm in half-ice. Looma run toward Kevin's car and lift it up.

"Oh, no." mutter Kevin. "Don't do what I think you're gonna do."

Looma jump toward the worm and swing the car at it, at the same time as Articguana blast it with his ice breathe and Titanosaurus throw a punch, causing the nano-worm exploded into millions of pieces, including the car. Looma landed and start catching her breath. Artciguana morph back into Ben and put her ID Mask on, so he can carry her.

"RAAAAAGHH!" roar Titanosaurus than she morph back into Gwen. She become fatigue and need to catch her breath.

"That was so cool." smile Elena.

"Are you okay, Gwen?" ask Ben.

"You destroyed my car!" snapped Kevin as he point his finger at Looma.

"What were you doing here?" ask Gwen.

"Well, I had a sudden urge to ship something overnight, suddenly we're up to our neck in our former friend's chips! And that's right about the time you came along and save our necks but Miss Behemoth here annihilated my car!" shout Kevin in anger, only to receive a slap across his cheek by Gwen.

"Never, EVER, yell at me Kevin. Got that?!" growl Gwen. Ben stroke Looma's hair as he comfort her as she grew angry of Kevin calling her behemoth.

"Those chips aren't mine! I was trying to warn you!" frown Elena.

"Thanks. I'll consider myself warned." said Kevin in cold tone as he glare at Elena, which Gwen step in front of him and glare back. Kevin scoff and walk off & kick the piece of his car away.

"They're more than just autonomous tech. We found a hive of them at the Ship-It office, and they've infected the clerk- absorbed him." explain Ben.

"Yeah, we just ran into his extended family and they wanna adopt us." scoff Gwen.

"No kidding. They must have analyzed the threat and evolved." said Looma.

"They're clearly a highly adaptive species." said Ben.

"And it looks like they still have some life left in them. We gotta get some of these active chips back to the lab right away." suggest Gwen.

"Maybe they'll give us a clue about what happened to my father." Elena said.

"Maybe we'll give you a call because you're not coming with us. You're trouble in a jug." scoff Kevin.

"Oh, I'm coming with you, all right." said Elena.

"Gwen, didn't Elena just lead you into a nest of techno-organic zombies?" ask Ben.

"Yeah, I know. I almost plan to leave her behind but we have to take her or Grandma Verdona turn the heat on us." said Gwen. Ben nodded as he doesn't want his Grandma get mad at him or his friends. He select an alien form and slam the Copytrix core.

The blue sphere travel through his blood stream as he became a blue-highlighted silhouetted floating in mid-air. His cells start pulsing as he merge with an alien DNA. Suddenly an Energon Spark appear and merged with his heart. He become covered in techno-organic armor and gain black and green parts of a truck. He wore the Copytrix on his chest.

"**Road Block!**" shout the Cybertronain than he converted into a four-seated truck. Elena and Looma sat in the backseat while Kevin and Gwen sit in the front. Road Block drive them back to the Plumber's HQ.

-Plumber's Base-

"_This is an all-point alert from field operative 219. Escalating incidents of an unidentifiable nature, presumed alien. Request immediate assistance._" called one of the Plumbers from England. The other calls are from German, French, etc. Ben, Gwen. Kevin and Elena arrive at the Comm Center.

"Where in the Sam Hill has everybody been? I'm getting reports on alien activity from installed Plumbers all over the globe!" exclaim Max.

"Some of the Plumbers' Kids are off-planet, Max. We can't contact them." said a familiar voice. They look to their right and saw Julie & Ship.

"Hey Julie, what's up?" ask Ben.

"Ship started growling all of a sudden than my neighbor attacked me. His eyes were flashing yellow and there was something crawling his throat. So I suited up and ran my way here. What's going on? And who is she?" ask Julie.

"It's the chips, Validus' chips." said Ben.

"She told that?" ask Max, who refuse to believe Elena.

"It's true." said Gwen. "The chips Validus stole have become active."

"Very active." said Kevin.

After giving him active Nano-Chips, Max scanned them.

"These things were nothing more than extraterrestrial hardware. This is impossible." said Max.

"They also have a nasty habit of burrowing into people and taking over their minds." said Ben as Max open the case and put the Nano-Chip in but failed to notice one of them escaped.

"They have an unusual energy signature. Can you use that to pinpoint it?" ask Max.

"Already done." said Kevin.

"Targets reanalysed. Absolute locations appear in a radial curve. Target is experiencing exponential growth at an absolute rate of 10,000 to 1 on an ascendant curve." said the computer as she show multiple massive energy signature on different continents.

"Whoa. That's no 100-mile radius." said Kevin.

"Millions of 'em." mutter Max.

"And spreading at an increasing rate." said Gwen.

"So in other words, they are a threat, just like my father said." Elena said with a cold stare.

"Those things were not alive three years ago. Your father's tinkering probably activated 'em somehow. Now they're a threat to the entire world." shout Max while Kevin armed the plasma grenade launcher.

"Oh, grow a backbone, Max!" snapped a voice. They look up and saw Verdona sitting on the monitor with her arms and legs crossed and she's still mad.

"Verdona-"

"I don't wanna hear it! I can read minds and she is telling the truth and so did Victor! You just refuse to listen because you think you got betrayed. They were hibernating, like bears who sleep through winters and only woke up at spring." grunt Verdona.

"Hey, knock it off! Let's work on solution, not blame!" shout Ben.

"You two apologized later." said Looma.

"Well... at least we know where they are." sigh Julie. Her black/green backpack morph into the little Galvanic Mechamorph dog, Ship and he jump up on Ben.

"Ship. Ship!" chimed Ship as he lick at Ben's face.

"Ha ha ha! It's nice to see you too, Ship." smile Ben.

"Well, what are we waiting for, let's start shooting." said Kevin as he ready his weapon.

"What about the people already infected?" ask Elena.

"If it's between me and a Ship-It clerk, I'm gonna pick me." scoff Kevin.

"No, Kev, there's gotta be another way." said Gwen.

"The Queen." said Verdona.

"What?" ask Max.

"That's right. The infected people, they all went on about their queen." said Elena.

"You mean a queen like in an insect colony?" ask Max.

"In a beehive or anthill, there's only one queen. She lays all the eggs, produces all the offspring, and tells everybody what to do." explain Kevin. Ben, Looma, Julie, Elena & Gwen exchange surprised expression than Gwen smiled.

"The Science Channel." smile Gwen and Kevin nodded.

"How do you destroy a hive?" ask Julie.

"Remove the queen, the bees disband. The queen dies, the hive dies. So, you must find the Queen." smile Verdona.

"All right, people, nobody sleeps tonight. I'm gonna dissect these chips to see what they're made of. Kevin, we need to find a more effective way around those drones. Verdona and Ben, find a way to disrupt the connection between those things and their human host. Gwen and Looma, they're 100 million chips out there. Gonna be like finding a needle in a haystack to find the Queen in there, but get in it. Now, Elena, since you're here, you'll help too. I don't want her going two feet without an escort." order Max.

"Ship and I will help too, right Ship?" ask Julie.

"Ship! Julie! Julie!" barked Ship.

"Okay, let's move!" smile Gwen. Everyone work very hard without rest as they each do their missions. It's mid-night and half of the team fell asleep due of hard struggle for answers. Verdona fell asleep and her body serve as a nightlight for everyone. Looma sit on Ben's laps and fell asleep and Ben fell asleep too as he hold his fiancé in his arms. Gwen & Elena stay awake.

"Elena, get some rest." said Gwen.

"No chance. I'll sleep when my dad is home safe and sound." decline Elena.

"Suit yourself." shrugged Gwen. Gwen stood and head for Max's office.

"Grandpa, we need help with the map analysis." Gwen call out but receive no answer. She turn on the lap and saw the Nano-Chips. She notice there's only three, not four. "Max?" Gwen call out again than notice the Nano-Chips move to the north. She turn around and saw Max was about to slam the computer on her head but she quickly grab his arms and force him to toss it aside.

"Snap out of it, Max! It's Gwen!" grunt Gwen.

"Gwen, stop! Max!" cried Verdona and the others arrive.

"We have to restrain him, but be careful not to-" Kevin absorb the matter from the tire and hit Max on the head. "Hurt him." sigh Gwen as she place her hands on her hips.

"What? He's restrained." said Kevin. Ben and Kevin put Max on the seat.

"Max, are you okay?" ask Verdona.

"We're fine. Never better." answer Max as he smile. Verdona look at the others in confused look. "Why are you all looking at us like that? We're great. We're happy. We're going to colonized Earth."

"He usually has a lot of odd jobs for us. But that one's new." said Kevin.

"Grandpa!" exclaim Gwen.

"Fight it, Max! Come on!" said Ben.

"You can't stop what's coming. The Plumbers are finished. Mankind is finished." smile Max as he press a hidden button under his desk. It release a cloud of smoke, blinding the others.

"Max!" cried Verdona.

"Where did he go?" ask Elena.

"No one knows these tunnels like Max. He;s long gone." sigh Ben. Julie saw Ship on the table where the Nano-Chips are.

"Ship! Grrrrr!" growl Ship.

"Ship doesn't like these Nano-Chips. He even knew the infected humans has Nano-Chips." said Julie.

"That's because Galvanic Mechamorph are technological being so they see or sense these Nano-Chips." answer Gwen.

"Now what?" ask Looma.

"We have to find the Queen and stop her. Wherever the alien queen is, that's where we'll find your father and Max. We stop her, we stop the spread of these chips." explain Ben.

"And just how do you suggest we do that?" ask Kevin. Back at Comm Center, Ben morph into Mega Coil and connect himself into the computer and reactivate the last data.

"Current geographic coordinates." said the computer.

"Does anything seem weird to you guys about this map?" ask Mega Coil.

"Color choices are a bit drab. Try sea form blue." joked Kevin and Gwen playfully hit his belly with her hand.

"I don't know?" shrugged Verdona and Julie.

"Ship! Ship!" barked Ship.

"Ship is right. Check out the concentration of the chips- London, New York, Paris, Munich, and central Missouri?" wonder Mega Coil as he cross his arms.

"There are millions of people in all those cities, but that part of Missouri is..."

"The middle of nowhere." Kevin finished Elena's sentence.

"It's barely a town. The only thing in Barren Rock is... The world distribution center for Ship-It." said Gwen as she zoom in the target.

"Right! Those shipments from the local hub would have been the first wave of sentry soldiers. Now we're talking total immersion." explain Looma.

"And they need a big enough base to spread that many chips across the entire planet." said Elena.

"Come on, they're taking over the world by 24-hour shipping?" scoff Julie.

"Look, I think that's where the chips are being manufactured and distributed. And that's where we'll find the Queen." said Mega Coil.

"Sounds like we're in for a road trip." smile Elena.

"What do you mean, 'we'?" ask Looma. Verdona glare at Looma. "Fine, she's coming."

"Since Kev's car was destroyed, I suggest we'll use Road Block." suggest Ben but Kevin just gave grin.

-Ed's Autoparts-

"Kev & Gwen made this for your birthday present." said Ed.

"My birthday was two months ago." scoff Ben.

"You can't rush genius." smile Kevin as he remove the dust sheet, revealing a sport car with black/green color scheme.

"Whoa!" exclaim the girls.

"A car. Your friend built you a car." smile Elena. Ben was too busy checking it out in awe and so does Looma.

"Well, the weapons and defense systems aren't online yet, but she'll run." said Ed.

"Yeah, the fact is, she'll pretty much eat anything in her path." smile Gwen.

"I don't know what to say. I can't wait to test her out." said Ben. Ben, Looma, Kevin & Elena ride on Ben's new car, **DX Mark 10,** while Gwen, as **Fembot**, carry Julie and Ship and Verdona just fly with them.

They arrive at the Missouri and they walk over the hill to find the Ship-It center.

"Missouri in February-a dream vacation, only 40 degrees colder." complain Gwen. They found the it and it's filled infected people.

"Let me get a closer look." Ben use the binocular and scan the area. "It's like a small army, or not so small. Check it out." Ben pass it to Gwen. "We're gonna be fighting some serious odds down there."

"The people... They're all infected." said Gwen.

"All those crates are filled with chips." said Julie.

"Ship! Grrrrrr!" growl Ship.

"God, there must be millions." said Elena.

"Probably six billion." add Kevin. "That's how many people there are on Earth."

"Okay, let's get inside." order Ben. They walk their way down and try to stay out of sight until they reach inside the warehouse. They sneak around quietly until they found the hive. Many infected people place the chips in the canisters than in the boxes to ship it to other countries. In the center of the room is the mysterious man, whose body was connected to the tubes and produce Nano-Chips.

"No sign of her royal highness, the Queen." said Ben. "But there's someone we know." They look ahead and saw the mysterious man.

"It's the creep from back at the mill." said Kevin.

"That's Victor Validus." said Looma.

"I knew it. I told you not to trust her." growl Kevin.

"It's not like that." said Elena.

"You knew your father was behind this the whole time." frown Looma.

"You said you didn't know that guy." sneer Gwen.

"I don't. That's not my dad. He's become some kind of freak." said Elena.

"Well... I think we found out how they're making those chips." said Julie.

"No." mutter Elena.

"You expected me to believe you're on our side?" growl Looma.

"I knew not to trust you." argue Gwen.

"No, you're wrong. You don't understand." Elena argued.

"You've got a lot of explaining to do." frown Julie.

"Not here, she doesn't." said Verdona as she push everyone away from their spot before the infected people spotted them. Once they're at the safe spot, Kevin grab the locker, absorb its metal and morph his hand into a mace.

"They're both in this together. It's a trap." growl Kevin as he was ready to punch Elena.

"Stop it! Stop fooling around!" growl Verdona as she shove Kevin back.

"Who's fooling around?" snapped Kevin.

"Grandma, her father is reproducing those chips." said Gwen. "He's the one controlling this whole operation."

"Oh, is he? Just like Max, when you guys grow some backbones?! I can read minds and Ben can read minds! I see her thought and she's telling the truth! Now accept it or so help me I will go ballistic here and it ain't going to be pretty!" growl Verdona.

"Grandma is right. It looks like the chips are controlling him, just like Max! It's not a trap." frown Ben. "She just lied some parts because she knew we will not help her. Right?"

"Yes, I had to lie. I knew you'd react like this. Refuse to help me, treat me like the enemy, just like they did to my father." answer Elena.

"Ship! Ship! Grrrrrr!" growl Ship as he glare at Victor.

Gwen look at Victor and mutter, "So that's what those plans were for. He was conducting tests on himself. He's the hive. His own body producing them by the thousands, every minutes." explain Gwen.

"In a colony, only the queen can reproduce. So..."

"The Queen is inside of my dad." said Elena.

"We gotta shut 'em down, guys. Destroy him, destroy the queen." suggest Kevin.

"No! You can't!" Elena decline.

"I'm sorry, Elena, but Kevin may be right." said Julie. "If it's a choice between one man and the entire human race-"

"You said you'd save him!" cried Elena as she face Gwen. "It's not his fault! He's being controlled by the Queen!"

"Gwen, I know this is hard, but unless you take out this guy, the world falls." said Kevin.

"I'm sorry, Kevin. I'm not like Ultimo. I don't kill people, I save them." sigh Gwen as she place her hands on Kevin's chest.

"What's your plan, Gwen?" ask Verdona.

"It looks like all the soldier chips have been rendered dormant for shipping. If I stopped the Queen before she activate them, it looks like we have a chance of beating this thing." said Gwen as she activate her Omnitrix.

"Gwen, wait a minute, what do we do if **Alien X** or Titanosaurus gets absorbed by the hive? It's all over." protest Ben. Gwen pause for a minute than have an idea.

"Absorbed by the hive is pretty much what I had in mind." said Gwen. Everyone look at her puzzled. "Remember when the Omnitrix scanned the chips' DNA?" ask Gwen. Kevin nodded.

"I can fight them from the inside if I become one of them. The watch will now allow me to become a Nano-Chip." smile Gwen.

"Gwen, don't! This isn't anything you ever transform before." protest Kevin.

"Kevin's right. It's a hive mind based organism." Ben agree.

"So?" ask Gwen.

"_So_, I think the Omnitrix can turn you into one of these things, but I'm not so sure it can keep you in control once it does. You may become a permanent slave to the hive." explain Ben.

"A turbo-charged killer weapon slave." add Kevin.

"Gwen, no. I don't wanna lose you too." said Verdona.

"We're out of options. I have to put my faith in the Omnitrix." said Gwen. Suddenly the infected slaves grab Julie.

"Aaahh!" scream Julie.

"Julie! Julie!" barked Ship as he jump toward Julie. He merged with her and she gain a Galvanic Mechamorph battle armor. She ram her elbow against the slave and send him flying. The alarm blares and the slaves surrounded them.

"Guys!" shout Julie.

"Gwen what do you want us to do?" ask Elena.

"Keep them busy." answer Gwen. They nodded and ran ahead to stall them. Kevin & Ben stay behind with Gwen.

"Whenever you're ready, Gwen." said Ben. Gwen activate her Omnitrix and select the hologram. She found a alien that was hard to describe as it was in static form and flashes from green to yellow and back again. She slam the core down and release a bright light.

The green light travel strongly through her blood vessel. She became a green-highlighted silhouette in mid-air and curl herself up. Her cells start pulsing rapidly as she merge with an alien DNA. The Omnitrix symbol appear on her chest then spread mechanical wires and parts across her body. Her hands grew metal claws, her feet become insectoid legs and her face was covered in metal allow with mouth and have one green eye than she shrunk to the size of an ant.

"Whoa!" exclaim newly transformed Gwen in cool voice as she look at herself.

"What is that?" ask Kevin as he look down.

"She's turned into some kind of nano-mechanical organism." answer Ben.

"**Nano-Mech.** I like it." smile Nano-Mech.

"Just like the chips." said Ben. Nano-Mech grew two insectoid wings and took off in the air. She fly her way through the crowd and make her way to Victor.

"Time to get small." said Nano-Mech as she shrink herself. As she almost reach to Victor, "Even smaller." she shrink even more and she enter through his nostril.

"This is gross." groan Nano-Mech as she make her way to the brain. Once she arrive at the brain, she quickly clutch her head with her hands in pain.

"Listen to my voice." a woman voice was heard. "You must obey."

'Argh! Ugh..." groan Nano-Mech as she fly further into the brain. She saw a large mechanical ant-like creature who station herself on one of the brain's nerves.

"You're one of us now, Gwen Tennyson." said **The Queen**.

"Arrggh!" groan Victor.

"Run!" shout Elena as she grab two pipes and jab it at each slaves. Looma remove her ID Mask and become a Tetramand. She clapped her hands hard and unleash a sonic blast, knocking them down while avoiding of hurting them too much. Kevin grab one of the slaves and slam him against the locker as they run.

"How can you care about the humans, when the universe is yours?" ask the Queen.

"No!" shout Nano-Mech as she thrust her hands and fire an energy bolt. The Queen ducked and the energy bolt went over her. She disconnect her stinger from the nerve and fire a powerful energy ray at Nano-Mech.

"Gah!" grunt Nano-Mech.

Verdona ran as fast as she can but saw some slaves in her way. She quickly created mana footsteps and jump over them. She thrust her hand and fire a mana shockwave, knocking them back.

Elena spun her pipes and begin attacking the slaves while Kevin got surrounded by slaves. Elena knocked out two slaves than drop pipes and continue running. Kevin kneel down as the slaves corner him and absorb the concrete. He emerge and swung his arms apart, sending everyone flying. He dissolved his concrete skin and ran off.

Back inside Victor's brain, The Queen blast Nano-Mech away than crawl her way through the brain as Nano-Mech try to regain control of her flight.

"You're different from these other drones." Nano-Mech threw another energy bolt but missed as the Queen jump up and pounce toward Nano-Mech but she evaded her attack. "Stronger!" Nano-Mech fire another energy bolt but missed as she continue evading and return fire. "With you as my shadow, we can rule side-by-side!" said the Queen.

"Sorry, but I already have my own job." comment Nano-Mech as she resume fire.

"Than you'll die with the humans!" hissed the Queen as she open up her back and reveal several tentacles. Nano-Mech charge toward the Queen but she discharge a combined blast of energy beam and pin her down.

Verdona fire a mana bolt but she missed and punched one of slaves.

"Ow!" she moan in pain. Everyone gathers together as the slaves surrounded them.

"What's Gwen doing in there?" ask Elena.

"I don't know but she better hurry." said Kevin.

"The chips are activating." said Julie as they saw the Nano-Chips everywhere started glowing

"You made a mistake of turning into drones. I can easily defeat any puny drone." growl the Queen as she and Nano-Mech engage close-combat.

"I'm not just any drone!" snapped Nano-Mech as she grab the Queen's face and glare at her. She jump over her head and start jabbing her. "I'm half-drone, half-human!" The Queen blast her and knock her off. She regain balance and duplicated the Queen's technique. "Drones can adapt. And human never give up!" shout Nano-Mech. The Queen got stunned and Nano-Mech blasted her with her version of the energy beam.

"GYAAAAAHHH!" The Queen screamed in pain than exploded in a green light. Victor's body release a pulse of orange light, sucking all the Nano-Chips from the slaves than exploded, destroying all the Nano-Chips in the instant. Everyone regains their will and became very puzzled about what are they doing in the Ship-It center. Victor fell on his knees and his eyes return to normal. He spit out Nano-Mech and she roll on the floor as she start growing bigger

"She did it!" said Looma as she quickly wear her ID Mask and Ship morph back into his normal self. Elena ran to her father to check if he's alright.

"Dad!" smile Elena.

"Elena?" ask Victor.

"He's alright!" chimed Elena. They all fist-pumped and Ben hugged Looma while giving her a kiss on the cheek.

"What am I, chopped liver?" ask Gwen as she arrive. "Hello, I just saved the world again."

"Don't look at me. I'm not hugging you." grin Ben. Kevin gave Gwen a hug but Gwen quickly break the hug.

"Actually you might not wanna hug me so tight. I flew through a lot of snot." said Gwen. Kevin shook his head with a smile and the girls grossed out. "Max!" exclaim Gwen as she remember someone.

The gate open and the civilians walk out in even more puzzled. Verdona, using her human disguise ran ahead as she search for her husband.

"Max! Max, where are you?!" called out Verdona. Than a hand grab her shoulder and turn her around to face Max.

"You've got a lot of gall: defying my authority, disobeying my trust, refusing to talk to me." complain Max.

"Max, I-"

"You know what that kind of behavior gets you?!" ask Max than he hugged her with a smile. "Ha ha ha, I'm sorry for breaking our promise. Guess that 'stabbing me in the back' thing kept me from seeing straight." laugh Max.

"Oh I forgive you. Mmmmm...Mwah!" Verdona gave Max a deep passion kiss. The team walk out the warehouse as they gloat about their victory.

"I'm sorry, Victor. None of this would have ever happened if I had trusted you." Max apologizing to Victor.

"No, Max, it wasn't right to go it alone. Gwen, thank you. I'm forever grateful." smile Victor as he hand shake Gwen.

"You should be thanking your daughter. If it wasn't for Elena, I'd be at a school cheerleading tournament right now." smile Gwen.

"She's just being modest, like her cousin." chuckle Elena.

"Gwen & Ben, modest? Gwen, maybe. Ben, impossible." scoff Kevin.

"I say he's sexy." smile Looma.

"I guess we make a pretty good team. Right, Ship?" ask Julie to her alien pet.

"Ship! Julie! Julie!" barked Ship as he lick Julie's face and she giggle.

"We make a great team." said Elena.

"We're more than that, we're Plumbers. And the Plumbers have a pretty great leader." smile Ben.

"Indeed they do." smile Max. "Gwen, what would you say if I asked you to step in?"

"What?" ask Gwen.

"Well, I'm not getting any younger. And believe me, I've been waiting for this moment long enough." smile Max.

"Who told you that you're old? To me, you're still the same young man who saved my life." giggle Verdona.

"I couldn't take over." said Gwen.

"You already have, in a way. That Omnitrix could have gone to anybody's wrist. We just count ourselves lucky that it found yours." smile Max.

"I agree." smile Ben.

"Well, my first order of business will be to unaccept Max's resignation. Sorry, you're not getting out of it that easy." chuckle Gwen.

"Well, maybe you're right. What in blazes did that zombie me do with my ride?" wonder Max. The teams decide to head homes until the sky went dark and a huge Null Void portal just opened.

"The Null Void? It's open!" gasped the team.

"MWAH HA HA HA HA!" laugh a mysterious voice. Gwen recognized it.

"No... That's not possible..." said Gwen with strong fear in her eyes.

"Behold, Planet Earth! I, Ultimo, has returned with a vengeance! And I have brought some friends along. MWAH HA HA HA! GYAAH HA HA HA HA!" laugh the voice belonging to Ultimo as multiple prisoners such as **Zs'Skyare**,** Dr. Animo **& many more villains emerge from the void**.**

"This is too much!" gasped Gwen.

"We're gonna need help from all Plumbers & Plumbers' Kids" said Ben.

**Axle- Prepare for full-super villain invasion!**

**Ben- It's the final showdown of the Alien Force saga!**

**Gwen- Yep!**

**Axle- While everyone's gone, I'll just write the next chapters. Let me know if you're surprised about Ultimo's return.**


	27. Ultimo Attacks part 1

**Chapter 27: Ultimo's Attack part 1**

**Axle- Okay, here's the final three act of the Alien Force Saga and the beginning of Ultimate Alien Saga.**

**Ben- Alien Force, attack!**

**Axle- And please people, leave some reviews. The only reviews I get was from my greatest friends, Lydia and Jake the Ben's Twin autor. I want to know what do you think of my story, the characters, the aliens, and even my bad English grammar! The more reviews you give, the more motivation I get to try to make the stories better. I suggest you do the same for Lydia's fanfics and Jake's fanfics.**

* * *

"Destroy everything in your path! Gyah ha ha ha!" laugh Ultimo. The evil Ectonurite fly through the city, terrorizing the people.

"Ha ha ha... That's right, human. Flee in fear." chuckle Zs'Skyare in eerie voice.

A horde of Null Void Guardians rampage through the city, along with mutant animals such as Heat Bats, Diamond Lizard and Giant Frogs. They terrorized the city as Dr. Animo walk through the wreckage.

"Behold the genius of Dr. Animo!" shout Dr. Animo.

The Horror Trios start destroying everything and Dr. Vicktor grab the tank and tosses them at the police force. The Loboan let out a sonic howl and knock the soldiers away. The Mummy withstand all the bullets and grenades they throw at him and wrapped his bandages at them & crushed them, breaking every bones in their body.

Than came a To'kustar, colored black/blue with white hands and face. His eyes are red and on his chest is the Negatrix.

"Destroy all Humans!" laugh **Evil Way Big** as he stomp his way through the city, smashing and destroying building in his path.

Gwen and the others watch as the villains wreak havoc across Bellwood. Gwen activate the Omnitrix and select the hologram of humanoid alien.

"**Alien X** will fix this!" chimed Gwen as she ready to slam the core down.

"That's incorrect, Gwendolyn!" said a familiar voice. Gwen stopped and turn around.

"Prof. Paradox! I haven't seen you since the time of Gwen 10,000." smile Gwen.

"Gwendolyn, this is not the right time to use Alien X." said Prof. Paradox.

"Okay. Guys, let's split up and battle them!" order Gwen.

"Okay!" agreed the teams.

While each teams engage with different foes, Gwen arrive at the parking lot and ran into a tall, goth man wearing leather suit and has a marking on his chin. His hairs are black, just like Kevin..

"Who are you?" ask Gwen.

"What's the matter, sweet angel? Don't remember me?" grin the man.

"Kevin?!" exclaim Gwen in shock.

"No, it's **Khaos**." grin Khaos.

"W-What are you-"

"Doing here? Well, I was searching for another Ben 10,000 to kill him before he cause any trouble until I hurt you beat up my wife with this so-called **Grid Master**. You know, my wife realize she don't have that alien form." shrugged Khaos.

"Ultimo is your wife?" ask Gwen in shock.

"Did she told you, we got married and we spend our first honeymoon in the Null Void than spend our second by killing Ben 10,000 & Kai Green. It's so fun, to tell you the truth." chuckle Khaos as he scratch his head with his hand.

"You sick-"

"Ah ah! Watch your mouth, sweet angel. I don't wanna break it in half. I'll give you one choice; surrender and become our servant or we beat you to near death and watch your friends get killed. Oh and I let younger me live. I'm not that stupid." sneer Khaos.

"Forget it! I rather fight you to the death than serving you!" growl Gwen.

"Your loss. Just to let you know, I can mutate at will now and I have absorbed 11,000 ALIEN POWERS! HA HA HA! GYAAH HA HA HA!" Khaos laughed evilly as he thrust his arms apart and his body start arcing and flashing as he begin to transform. His right arm morph into a long lava-like tentacle, his torso become dark-red rock-like skin with three large visor, his left arm morph into a Talpadean's arm with Galvanic Mechamorph-like tentacle with blue stripes, grew a pair of Vulpinmancer's arms, than another pair of Gimlinepithecns' arms. His lower body gain red skin than his forelegs transform into Cybertronain legs. He grew a multiple **Null Void Guardian's** tentacles like "tails". He grew Amperi's tentacles on his back as well as growing a pair of Necrofiggian wings but covered in either crystal skin or lava. His head ignited in flames with his face morphed into a monstrous Ectonurite-like face with Piscciss Volann's jaws. On the back of his head grew two large and long flaming antenna with golden plugs on the tips. Traveling down on his back are Polar Manzardill's dorsal fins.

"RRAAAAAAGGHHH!" roar **Khaos 11,000**. Gwen gasped in horror of a terrifying new mutant form of her evil boyfriend as he tower over her. Than she frown as Khaos ask her a question in a demonic voice.

"So, are you ready?" grin Khaos 11,000.

"I'm ready to beat you down as..." Gwen slam the Omnitrix core and morph into...

"**Titanosaurus!** RAAGH!" roar Titanosaurus. She charge toward Khaos but he grab her hand with his left upper hand and send a super vibration against her arm.

"ARGH!" scream Titanosaurus than she head butted Khaos away but he stood on his feet and belch a huge blast of fire, sending her crashing into the building. She stood on her feet but Khaos connect his antenna plugs on the power lines, absorb all the electricity and discharge a powerful radioactive eye laser. He blasted her deeper in the building and she morph back into Gwen.

"Too bad... I don't know how did you defeated my wife but it seems your thumb card is gone. I'll let this stupid sign handle you." scoff Khaos as he used the Anodite powers and chant a spell, bringing the Mr. Smoothy's sign to life. "Let's see how goofy you feel when you have to fight a stupid opponent." laugh Khaos as he flap his wings and took off.

"Oh man!" mutter Gwen as the giant Mr. Smoothy grab his straw and swing it like a club. Gwen jump away and the straw smash the car. "I got no time for this silly game! I'll hit him with everything my Omnitrix got!" Gwen slam the Omnitrix core and release a bright green light.

The green sphere travel through her bloodstream as she became a green-highlight silhouette floating in mid-air. Her body turn X-rayed and her arms become covered in vines than her head.

"**Swampfire!**" shout Swampfire than she thrust her hands and blast Mr. Smoothy with her flamethrowers-like blast, morph into **Chromastone**, blast him with ultraviolet ray, morph into **Goop** and slide through the ground, causing Mr. Smoothy to slip on his back. Goop jump up, morph into **Titanosaurus** and body slam him. She morph into **Raptor**, levitate Mr. Smoothy and slam him through the building, she morph into **Sonicboom** and unleash a full blast of sonic vibration. Mr. Smoothy jump out of the building and charge toward Sonicboom. She morph into **Stinkbomb**, turn around and aim her butt at Mr. Smoothy & release a powerful toxic gas from her bottom. The gas cloud cause Mr. Smoothy's body to slowly melted. Stinkbomb morph into **Lodestar** and levitate two large cement trucks & slammed her against Mr. Smoothy. She than morph into **Enernite**, blast him with a powerful mana wave, smashing the walking cup against the Mr. Smoothy building, trap him in the mana bubble, turn around and swing her arms down at full force and collided Mr. Smoothy into the ground, forming a humongous crater. Enernite morph into **Starblade** and start spinning like shuriken and bore through Mr. Smoothy's chest. Then she morph into **Battlefly**, swing her hands up and summons two powerful vines that bind Mr. Smoothy down. She morph into **Frostblight**, glare at Mr. Smoothy and turn him into a block of ice. Finally she morph into **Unitaur** and fire her horn like a missile and blasted Mr. Smoothy, shattering him into pieces.

"Yes! He's finished!" grin Unitaur as she fist pumped. Suddenly, to her surprise, her Omnitrix symbol on her chest start flashing red and making beeping sound. She release a bright red light and morph back into Gwen.

"What happen?! Why the Omnitrix is red?!" ask Gwen in confusion. Than she heard an explosion and saw Ben went flying as **Muscleman** & crash into the store. Than Ultimo land on the ground and walk toward Muscleman.

"What's the matter, doofus? Can't beat your geeky cousin?" grin Ultimo.

"Grr..." growl Muscleman as he release a bright light and morph into...

"**RATH! **LET ME TELL YOU SOMETHING, EVIL GWENDOLYN TENNYSON! RATH WILL DESTROY YOU!" shout Rath as he pumped his muscles & charge toward Ultimo, who turn her Gigatrix counterclockwise and slam the core in. Her body release a burst of purple light. Her body's muscular mass expanded and her armor create a second pair of arms. **(Mechanical arms)**

"**Four Arms!**" growl Ultimo. They charge toward each other and engage in a tug of war but Ultimo use her lower set of arms to punch Rath's guts.

"Ow! Grrrr! GRAH!" roar Rath as he punch Ultimo's face. Than he charge toward Ultimo. "**_COSMIC DROP! RUDE AWAKENING! ATOMIC PUNCH!_**" boomed Rath as he land three powerful attacks but Ultimo grab his head and slam him into the ground. She press the Gigatrix and she got engulf in bright light. Her second pair of arms retracted into her armor than her arms ignites in flames and her shoulders forms two volcanos.

"**Heat Blast!**" boomed Ultimo and blast Rath into the ground. Rath morphs back into Ben and Ultimo reverted so she can grab her cousin by the collar of his shirt. She hold Ben up to her evil eyes.

"You're just as pathetic as my cousin, Ben 10,000 and your wife Kai Green." grin Ultimo.

"K-Kai...Green?! Gwen, I haven't seen her since the time of that werewolf alien & I'm engaged with Looma Red Wind!" groan Ben.

"Don't call me GWEN!" roar Ultimo as she slam Ben into the ground. She grab the Copytrix and, thanks to the strength of a To'kustar, she crushed the Copytrix into pieces and exploded in a burst of energy.

"Now with your Anodite powers alone, you can't defeat me!" grin Ultimo.

"BELOVED!" scream Looma as she charge toward Ultimo to land a powerful punch but Khaos 11,000 appear and slam his mechanical feet against Looma. Than he grab her with his right upper arm and hold her up.

"Looma?!" gasped Ben.

"Ben- ARRRGGHHHH!" scream Looma as Khaos drained all of her energy and killed her. Ben's pupils shrink to a tiny slits as he watch in horror of his girlfriend's death.

"NNOOOOOOOOO!" scream Ben in horror.

"Ha ha ha ha! Look at his face, Khaos. That's the same face he expressed when we killed Kai Green." laugh Ultimo.

"Here, Tennyson! Look at her for a last time before we kill you." grin Khaos 11,000 as he toss Looma's corpse to Ben. Ben hold his fiancé's corpse and broke down in tears.

"Looma... Oh Looma, no..." sobbed Ben. Than he glare at Ultimo & Khaos 11,000. "You're gonna pay for this!" growl Ben as his eyes glowed sky-blue.

"Ooh I'm scare!" chuckle Ultimo as she slam the Gigatrix core and release a purple light. She start growing bigger and bigger until she's 60 feet tall. "**Titanosaurus!**" grin Ultimo. She swung his punch at Ben & Gwen until suddenly everything become still, like time have stopped. Prof. Paradox appear.

"Prof. Paradox!" exclaim Gwen.

"I have some very bad news; Ultimo & Khaos has taken over the Earth and all the Plumbers were killed. I manage to save Julie & Kevin but..."

"But you didn't save Looma!" growl Ben as he grab Prof. Paradox by his coat.

"Ben, calm down!" begged Gwen & Julie.

"CALM DOWN!? MY FUTURE WIFE IS DEAD! DEAD! Dead...dead..." Ben broke down crying again and went to the nearby seat and bury his face on the control panel.

"Benjamin, chin up. There is a way to change this; You must go back in time and destroy every power source Ultimo needed for her Null Void Projector." explain Prof. Paradox than they went far back in time than they have Julie command Ship to convert himself into his battle mode, which he become a huge spaceship. Prof. Paradox gather them up as Ship fly through space.

"Your first target is to find the power source, which it was recycled from the toxic radioactive waste of **Planet Vulpin**, the home planet of Vulpinmancer." explain Prof. Paradox.

"Okay, we'll go there." nodded Kevin.

"Two more important things: Gwen, your Omnitrix is in reboot so once it's restored, you won't be able to use all of your alien forms except your new ones. Second, I brought three allies who can help you." Prof. Paradox brought in two kids; one is a 10-year-old boy who look just like Ben but his skin is slightly tanned. The second is a 13-year-old girl who look like Kai Green. They gaze at Ben when he turn around from his seat. They tackle him with hugs.

"DAD!" cried the kids.

"Huh?!" exclaim Gwen, Kevin & Julie. Even Ben got surprised when they call him that.

"They are **Kenneth 'Ken' Tennyson** & **Gwendolyn Tennyson**, son and daughter of the former Ben 10,000 & Kai Green." answer Prof. Paradox. Than he brought in a hooded kid who look like Kevin when he was 11. "And this is **Devilin Leven**, former son of Khaos & Ultimo."

"Our son..." mutter Gwen & Kevin. Devilin look at them and become scared.

"Ken & Gwen?! My son and daughter?!" exclaim Ben.

"We never thought we can see you again. Well, except you're a teenager." smile Gwendolyn.

"It was horrible! Aunt Gwen & Uncle Kevin killed our mom and-" Ken started crying as he hugged Ben.

"Devilin, nice to meet you. I'm Gwen-"

"I know who you are, 'Mom'. You and Dad killed my uncle & aunt." frown Devilin.

"Whoa, kid. You misunderstood. In this timeline, I'm a good guy now. Just trust me, okay?" ask Kevin. Devilin gave a soft nod. Ken look at Ben's wrist.

"Where's your Omnitrix?" ask Ken.

"Your aunt's evil double, Ultimo, destroyed it." sigh Ben.

"Well, you builded me this Omnitrix, so I'll built you one, except I'll make it better." smile Ken. After Prof. Paradox left, Alien Force arrive at Planet Vulpin. Ship park himself on the platform and Gwen walk outside. She look at Ben, Kevin & Julie.

"You three, or four, stay put." order Gwen.

"Why?" ask Ben.

"In case Ultimo arrive, it'll take all of you combined to hold her off. Beside I'll take Ken & Devilin." smile Gwen. They nodded and stay behind. As they search around the factory, they were attacked by the local Vulpinmancers.

"Whoa! Wildmutts!" said Ken in awe.

"I don't recall that name but it sound just like Wild Cat." said Gwen.

"I got this!" smile Ken as he activate the Omnitrix, rotate the ring dial and slam the core down. He release a burst of green light. He emerge as a Vulpinmancer.

"Raaaghh!" roar **Wildmutt** as he charge toward the Vulpinmancer and tackle one of them. Gwendolyn start throwing green-colored mana bolts at the others while Gwen rotating her Omnitrix and found several new alien forms. She select one and slam the core down.

The green core travel through her blood stream as she become a green-highlight silhouette floating in mid-air. Her cells start pulsing as she merged with an alien DNA. Her body release a powerful burst of green light and emerge as a large mechanical suit with air-tight helmet and tubes on her arms and back that flow acid. In the helmet, there are two eyes. On her chest is the Omnitrix symbol.

"**Acid!**" shout the new alien.

"Whoa, what she can do?" ask Devilin.

"I think I know!" said Acid as she thrust her hands at the metal floor, spray a blast of acid and made a hole, sending the locals down into the water. Wildmutt walk up to Acid and morph back into Ken.

"Nice move, Aunt Gwen." smile Ken.

"Thanks." smile Acid as she morph back into Gwen. They continue searching around and decide to search deeper inside. They found a path leading to the tunnel so they enter. In the tunnel, Gwen start asking questions.

"So Ken, when did you got the Omnitrix?" ask Gwen.

"Dad built it and give it to me as my 10th birthday present. However I have to start from scratch by having 10 aliens." explain Ken.

"Oh, name them for me." smile Gwen.

"Well, I got **Wildmutt, Atomix, Ditto, XLR8, Stink Fly, Wild Vine, Joker, Buzz Shock, Spitter & Grey Matter**. Oh and I just unlocked four new alien forms, **Articguana, Four Arms, Heat Blast & Eon**." smile Ken.

"Eon? You have that alien form?" ask Gwen.

"Yeah, I use his time-traveling powers to escape before Ultimo & Khaos kill us." said Ken.

"Okay. Now Gwendolyn, when you activate your Anodite powers?" ask Gwen.

"When Ken make fun of me and try to wreck my room as Buzz Shock." answer Gwendolyn.

"Okay. Now Devilin. Do you have any powers?" ask Gwen.

"No- Well I do have one special powers but I don't know how will you, and I mean YOU, react." sigh Devilin. Gwen place her arm around Devilin and hold him close.

"You know, I never thought I get the chance to see my son from the future." smile Gwen.

"And I never thought I get to meet my Mom when she's 15, and that really love me." smile Devilin. Suddenly the tunnel start shaking and the team try to regain balance, Suddenly two giant snakes emerge from the wall. They hiss and roar at them as they charge toward the team. They missed but the impacts send them backward. Ken quickly slam the Omnitrix core and morph into a Kineceleran with white stripe.

"**XLR8!**" shout XLR8 as he quickly recover and move at supersonic speed and rescue them from hurting themselves. Gwendolyn throw two large mana bolts and struck the snakes but it was ineffective.

"It didn't work!" gasped Gwendolyn. The snakes belch powerful toxic gas at them and Gwendolyn create a mana shield to protect themselves. Gwen activate the Omnitrix and slam the core. The bright light blinded XLR8, Devilin and Gwendolyn. As the light faded, they saw Gwen morph into...

"**Stinkbomb!**" chimed the Skunkian and the kids' head sweatdropped.

"A skunk?" ask Devilin and XLR8.

"Remove the shield, I'll absorb the gas!" order Stinkbomb. Gwendolyn obliged and remove the shield. Stinkbomb immediately absorb all toxic gas by inhaling deeply into her mouth than store them into her body. "Ken, if that snake breath toxic gas, you can ignited as Heat Blast." advised Stinkbomb.

"Sure." nodded XLR8 as he morph into a Pyronite.

"**Heat Blast!**" shout Heat Blast and throw fireballs at the snakes but they got hit everywhere but the mouth. So, by Stinkbomb's order, Gwendolyn use her mana to lasso one of them and force its mouth open than Stinkbomb motion Heat Blast to attack. He channel the flames into his hands until the fireball was formed and grew larger. She throw the sphere and collided into its mouth. The gas ignited and, surpisely, both snakes exploded in flames and blew the wall off. The corpse was revealed to be one snake with both heads connected to it. They enter through the hole and found the power core. Using Heat Blast's strength, they destroyed the power core. Few minutes later, they return to Ship and report.

"We destroyed the power core." smile Gwen.

"That's great!" cheered Julie.

"Our next target is **Planet Terradino**, home of Vaxasaurian." chimed Gwendolyn.

"Titanosaurus' home planet. Now this is cool!" smile Gwen.

"Ship, let's go to Planet Terradino, okay boy?" ask Julie.

"Ship!" barked Ship as he took off and exit Planet Vulpin's atmosphere. During hyperspace, Ken decide he need all 10,000 aliens so he ask his teenage father.

"Dad, what's the password to unlock all aliens?" ask Ken.

"Omnitrix Code 1012 Unlock All Aliens. Why?" ask Ben.

"Omnitrix Code 1012 Unlock All Aliens." shout Ken.

"VOICE COMMAND CONFIRMED! ALL 9,996 DNA SAMPLES UNLOCKED!" beeped the AI. Than he slam the core down and release a bright light. He morph into a Cerebrocrustacean and wore the Omnitrix symbol on his neck.

"**Brainstorm!**" shout Brainstorm. He gather the Galvan technologies he brought with him and start builting something. During the construction of a device, Brainstorm morph into **Grey Matter**, continue to the construction than, for the final touch, he morph into a little devil-like alien named **Jury Rigg** and finished building the new Omnitrix. He morph back into Ken and walk up to Ben.

"Here, Dad. Your new Omnitrix. I call it **Megaomnitrix **or **Megatrix**." smile Ken as he show the Megatrix. It has the combined looks of prototype Omnitrix & recalibrated Omnitrix, colored golden-yellow/black & have two buttons.

"Why it's call the Megatrix?" ask Ben.

"Well, it's similar to Aunt Gwen's Omnitrix but it has all 10,000 aliens and I add a special function just for you, since you're half-Anodite. And the Master Control is online." smile Ken. Ben reach out to the Megatrix and it jump up and clamp on his wrist. It scan its DNA and confirmed it as its new user.

"So Ship, are we there yet?" ask Julie.

"Ship! Julie! Ship!" barked Ship.

"Okay, thanks. Ship said we're almost there." said Julie. They arrive at Planet Terradino and Ship land on the jungle. Judging from Ship's scanner, the energy core is located in the nearby temple but the worst things is that Ultimo & Khaos' force are all ready there.

"Julie, stay here with Gwendolyn, Ken & Devilin. Gwen, Kevin & I will go and destroy that core." order Ben.

"Okay." they nodded. As they exited Ship, they found a group of robots searching through the ruins. They prepare themselves; Kevin absorb the stone and gain rock-like form & Gwen activate the Omnitrix and slam the core down.

The green sphere travel through her blood stream as she become a green-highlight silhouette floating in mid-air. Her cells start pulsing as she merged with an alien DNA. Her body turn X-rayed and start pulsing rapidly.

"**Battlefly!**" shout Battlefly. Ben activate his new Megatrix and it display a hologram of a dragon. He slam the core down and release a golden light.

His body mass begin to expanded and his skin turn scaling blue. He gain red armor on his body including his long tail. He grew dragon ears and horns, his mouth stretched into muzzle and his teeth sharp to points and grew two dragon wings from his back. He wore red knight-like helmet. The Megatrix morph into a golden-blade sword and gain a purple shield.

"**Excalibur!**" shout the blue dragon alien.

"Nice form, Ben." grin Battlefly. They charge ahead as they confront multiple robots. Battlefly fly through and start spinning vertically, like a drill and knock all the drones away. She halt her flight and start rotating her arms at high-speed, generating powerful wind blasts and shred the drones to pieces. Kevin shoulder charged the large drone and leaving a hole in its chest than exploded. Kevin morph his hands into swords than dash toward the rest of the drones, slashing them as he run through them. Excalibur use his shield to withstand the laser blasts than spun his sword and swing it, unleashing an energy blade that slash all the drones. More drones appear behind Excalibur but he counter by belching powerful ice breath, turning them into ice. Once the drone are destroyed, Battlefly and Excalibur morph back into Gwen & Ben. They continue their trek through the jungles in search for the temple. Once they found the temple, they enter, only to be attacked by stone creatures, powered by mana. Ben know who is it.

"**Charmcaster!** She's still around." frown Ben as he ready his mana. He threw few mana bolts, shattering the creatures then create a mana blade that slide four of them in half. Kevin morph his hand into a large hammer and smash them apart. Gwen know she need something that can break rocks so she rotate the Omnitrix core and slam the core.

The green sphere travel strongly through her blood vessel as she become a green-highlight silhouette and her cells start pulsing at exploding rate as she merge with an alien DNA. Her body turn X-rayed and start pulsing rapidly.

"**Starblade!** Yes!" grin Starblade as she dash across the temple hall, slicing all the rock creatures. They arrive at the center and found the power core as well as...

"Charmcaster!" growl Ben.

"Ben Tennyson! What a surprise of running into you here. Now I will settle the score!" grin Charmcaster as she wield the staff and fire a powerful mana wave. Ben create a mana barrier but the beam shatter it and knock him back. Kevin charge toward Charmcaster but then he got punched by **Vulkanus**. Kevin crash on the ground and shook off the dizziness.

"Well well, Vulkanus. How's it going?" smirk Kevin.

"I'm gonna get you this time, Leven!" growl Vulkanus. Kevin & Vulkanus engage in hand-to-hand combat and they were evenly matched while Ben struggle his battle against Charmcaster. Starblade try to help but suddenly she got punched by someone and she crash through the wall. She morph back into Gwen, groan in pain and look up to see who is it. It was Vilgax!

"**Vilgax!** Impossible! Ultimo killed you!" gasped Gwen.

"No... I was frozen in the ocean by Ben 10,000 and his young counter part." hiss Vilgax. He charge toward Gwen, who quickly slam the Omnitrix core and morph into...

"**Unitaur!**" neighed the alien human/unicorn as she gallop toward Vilgax. Vilgax swing his massive arm at Unitaur but she evade it and punch his face but broke her hand instead. "OW!" exclaim Unitaur than Vilgax backhand punch her away and she crash against the wall. She release a bright green light and emerge...

"**Fire Fox!** I'm back!" grin the Foxsapien in Austria accent. She belch a powerful fire blast at Vilgax but he emerge undamaged and engage battle against Fire Fox. They all fought well but the trio defeated the heroes. Charmcaster summons the vines and trapped them.

"Now Ben 14 & Gwen 10, as well as Kevin 11, time for you to die!" grin Charmcaster as she ready her energy-drain mana wave, Vulkanus armed himself with ice cannon and Vilgax aim his right arm at the trio.

"STOP!" shout someone. They look at the entrance and saw Devilin.

"Devilin?!" gasped Gwen & Kevin.

"Let Mom and Dad go!" growl Devilin.

"Or what, kid?" scoff Vulkanus.

"Grr! GRAAAAHH!" roar Devilin as his body start flashing and arcing. He transform into a Tetramand than his right arm become a Petrosapien arm, his left arm become a Pyronite arm. He grew a second pair of Vulpinmancer arms, grew a Kineceleran tail, grew a pair of Lepidopterran wings and grew gills on his cheek. His right eye become a Galvan eye, his upper back have Galvanic Mechamorph skin, and have Picciss Volann's jaws & lure. Gwen & Kevin become surprised of his mutation.

"Vilgax! Fight me!" growl **Devilin 11**. Vilgax growl and charge toward Devilin 11. Gwen gave Kevin a wink and suddenly she engulf in bright green light. The vines exploded and Gwen emerge as...

"**Enernite!**" shout the Anodite. She thrust her hands and fire a mana shockwave, blasting Vulkanus away and he got buried under the rubble. Ben activate his Megatrix and slam the core.

Ben's hands turn into scissor-like claws, his body turn into blue-skinned velociraptor with black blade-like overgrowth on his elbows & grew a long tail with black stripes. He had green stripes on his uniforms and wore a helmet with a visor. He struck a pose and wore the Megatrix symbol on his chest.

"**Turbo!**" shout the Kineceleran as he broke free and dash toward Charmcaster. She fire her energy-draining beam but he quickly morph into a Conductoid.

"**Feed Back!**" grin the cocky Conductoid as he extended his antennas and absorb the beam than redirect it back at Charmcaster, electrocuting her from impact.

"AHH!" scream Charmcaster than a bright yellow light filled the room and a blast of acid goo knock her into the pillars, crashing and bury her. **Spitter** stand before her with goo drooling from his large mouth.

"You're finished." smirk Spitter.

Vilgax struggle to attack Devilin 11 and swung his large arm at Devilin 11 but he caught it and enlarge his mouth and his teeth grew sharper. He chew on Vilgax's arm and rip it off from him.

"GYYAAAHH!" scream Vilgax. He gave a death glare and charge toward Devilin 11 but he disappear and reappear behind him in an instant. He form his right upper arm into a sword-like blade and slice Vilgax in half, killing him in the instant.

"RAAAAGGHH!" roar Devilin 11 as he stand on the corpse of Vilgax. Enernite morph back into Gwen and she, with Kevin, walk up to Devilin.

"Devilin?" ask Gwen. He quickly turn around and roar at Gwen & Kevin. "Devilin! Calm down, it's okay. We're alright." said Gwen.

Devilin 11 gaze at Gwen and Kevin, than he look at himself. "Sorry, Mom, Dad."

"It's okay. Give your parents a hug." smile Gwen as she welcome him for a hug. Devilin 11 morph back to his human self and hugged Gwen. Kevin join in the hug.

"I'm amazed that you can control that form." smile Kevin.

"Thanks Dad." smile Devilin as he shed tears. Spitter found the power core. He destroy the core with his strength and the explosion and the previous battle made the temple unstable and start falling apart. They quickly escape before the temple crush them. They arrive back at Ship's LZ and enter.

"Did you destroy the core?" ask Gwendolyn.

"Yep, we did. We ran into Charmcaster, Vulkanus and Vilgax from Ken's timeline. We would've die if Devilin haven't save our neck." smile Ben.

"Where to?" ask Kevin.

"Our next target will be at **Planet Encephalonus IV**, Cerebrocrustacean's home planet. Brainstorm's species." smile Ken.

"Than let's go!" cheered Ben.

* * *

**Axle- Who like the debut of Ken 10, Gwendolyn and Delivin 11?**

**Looma- ...**

**Ben- Shh, Looma. Don't worry, you'll come back alive.**

**Gwen- What's the special function of the Megatrix?**

**Axle- It's...It's... I forgot! X3**

**Everyone- *faint anime style***


	28. Ultimo Attack part 2

**Chapter 28: Ultimo Attacks Part 2**

**Axle- Since Ben 14 has 10,000 aliens form, he also have Gwen's aliens.**

**Ben- Looma is calm now. I give her six packs of chili fries.**

**Gwen- Than let's begin Part 2.**

**Disclaimer: I don't own Ben 10 characters**

* * *

The Alien Force arrive at Encephalonus IV and Ship land on the platform. They exit out and Ben told them about their new plan.

"This time, we all go. Julie, suit up with Ship and follow us." order Ben. Julie nodded and Ship merged with Julie, giving her Galvanic Mechamorph armor. As they trek through the city, they found a group of Cerebrocrustaceans being attacked by a group of Plantosapiens.

"Plantosapiens?! What are they doing here?" wonder Gwen.

"They're not normal Plantosapien. Their appearances are darker and I sense dark mana from them. I also sense a powerful mana far from here. It's...similar to my mana & Grandma?" wonder Ben.

"Let's help them!" said Ken as he spun the ring dial of his Omnitrix, the core pop up and he slam the core down. He release a bright green light and emerge as...

"**Buzz Shock!**" shout the mischievous Nosedeenian.

Gwen activate the Omnitrix, select a hologram of a fox and slam the core.

The green sphere travel through her blood vessel as she become a green-highlight silhouette floating in mid-air. Her cells start pulsing as she merged with an alien DNA. Her body turn X-rayed and her skull morph into a fox-like skull, and grew a long brushy tail.

"**Fire Fox!**" shout the Foxsapien.

Ben activate the Megatrix, select the hologram and slam the core down. He release a bright yellow light.

His hands ignited in flames and become bulked. His arms bulked up and become covered in dark-red rocks. Yellow veins form circular-like shape on his shoulders and exploded into volcanos-like shoulders. His body becomes covered in dark red rocks skin as well as his head. His head becomes covered in flames and wore the Megatrix symbol on his chest.

"**Nova Blast!**" shout the muscular Pyronite. Kevin absorb the metal from the floor, Gwendolyn ready her mana and Devilin transform into Devilin 11. They jump in front of the Plantosapiens and confront them. The Plantosapiens quickly retreated by the sight of Nova Blast & Fire Fox, since fire is their weakness. But Nova blast created a wall of fire and the heat knock them out. They remain in their current forms and Nova Blast ask one of the Cerebrocrustacean.

"Why the Plantosapiens attack you?" ask Nova Blast.

"An Anodite & mysterious alien corrupted them with strange powers. It's impossible for us to regain their senses. We will show you where they are but we can't help you as some of us are injured." explain the young Cerebrocrustacean.

"Anodite?!" exclaim Nova Blast.

"Can you point us the direction?" ask Julie. Thanks to their direction, Alien Force found their way into the security grids. Buzz Shock morph into **Brainstorm** and turn off the grids. They arrive at the final grid leading to the control room. Nova Blast continue his path until a powerful mana wave blasted him through the walls. He continue crashing through walls until he crash out of the building and fall 200-feet down until he crash against the bridge.

"DAD!" gasped Gwendolyn & Brainstorm than they got blasted by the mana wave and they went flying through the holes and crash through the building next door. Fire Fox, Kevin, Devilin 11 & Julie turn to face the attacker but it vanish through the holes but someone else is waiting for them.

"**Darkstar!**" gasped Fire Fox.

"Hello, Gwen 10." smirk Darkstar as his body emanate dark aura. "I assume you came here for the power core. Too bad because _I'll_ be taking that power core so I can become stronger." He dash toward Fire Fox but Kevin place his hands together and smack Darkstar away. He recover and fire a dark energy wave. Fire Fox and Devilin 11 fire their heat ray but exploded on impact. Julie charge toward Darkstar and land a powerful punches but he caught her fist and knee her guts.

* * *

Ben woke up and stood up sluggishly. He place his hand on his forehead as he try to regain his vision.

"Ugh... What was that?!" exclaim Ben.

"Well well, cousin. You're the Spark too, eh?" ask the voice.

"Huh?! Who's there?!" ask Ben as he look around. He sense an Anodite so he quickly did a 180º turn and face the attacker, only to be pushed back by a mana bolt. "ARGH!" grunt Ben as he crash against the metrotrain that was parked nearby. He shook his head and look up. Standing before him is a teenage girl who look just like Gwen except she don't wear glasses and her hair is raven colored. Ben recognized her immediately.

"**Sunny Tennyson!?**" gasped Ben. "You're the Anodite that brainwashed the Plantosapiens?!"

"Exactly. I'm surprised to see you're also an Anodite. Wanna join me to conquer the galaxies?" ask Sunny.

"Never! Verdona will be very angry when she hear about this!" growl Ben as his eyes glowed sky-blue. Than he transform into his Anodite form.

"How stupid." smirk Sunny as her eyes glowed pink and her body release a bright light. She emerge in her Anodite form, similar as Verdona's. Ben charge toward Sunny and swung a punch but Sunny put up her guard and block his punch, causing the whole bridge to exploded in shockwave. Two Anodite Hybrids disappeared and multiple clashes and shockwave was seen in the background. Brainstorm morphs back into Ken and he stood up with Gwendolyn.

"What happen?" ask Ken as he gaze through the hole of the building they crash through.

"I don't kno- AAHHH!" scream Gwendolyn as Ben & Sunny crash through building and collided against the wall. He ready his punch but Sunny blasted him with her eye laser than trap him in mana bubble and slam him down through the ground. Ben quickly raise up and fire mana bolts at Sunny. She start swaying, dodging every bolts than counter with her own mana bolts. Ben drop down and charge toward Sunny. They collided their fist and start exchanging blows after blows. Than they engage in a tug of war.

"Grrr!" growl Ben.

"Don't think I'm going easy. I learn some new skills such as THIS!" shout Sunny as she grab Ben using her tendrils "hair", hold him up while she used the mana to form a giant mechanical fist made of mana & punch Ben out of the building. Ben crash against the wall of the outer building and got stuck. Sunny turn and notice Gwendolyn & Ken.

"Hmm, maybe I should kill you kids too." grin Sunny. Gwendolyn step in front and extended her hands out, motioning both Ken & Sunny to stay back from both side.

"Leave her to me, Ken. Go and help Dad. If she lays a hand on you, I'll vaporized her!" growl Gwendolyn as her hand become covered in green mana. Sunny gave a sadistic grin and run toward Gwendolyn...and zip pass her as she head toward Ken. "GAH!" gasped Gwendolyn as she glance behind her. Everything went in slow motion as Sunny ready her mana and move closer to Ken to attack. Ken become scared and was unable to activate the Omnitrix in time so he brace himself for the attack. Before Sunny hurt Ken, she got blasted by a huge mana wave that send her crashing through the wall and fell down to the lower level. Ben broke free and saw that attack. He frown and smile as he realize that attack means one thing.

Ken remain in shock and awe by the attack as the energy subside from the dust cloud. Ken slowly turn around and gaze at the dust cloud. The dust cloud instantly blown away and replaced as a pillar of green light. Floating in mid-air is a **_green_** Anodite with short flaming lime green "hair" with a bang. She land on the ground and Ken remain wide-eyed.

"Gwen?" ask Ken. The green Anodite gave a confused glance and raise one invisible eyebrow.

"I'M STILL ME, KEN!" shout Gwendolyn. Than she disappear and reappear in mid-air with powerful force. "Stay here while I'll go after that Anodite!" order Gwendolyn as she release a sonic boom as she dash through the hole and fly her way down. "YOU CAN'T ESCAPE ME!" shout Gwendolyn as she somersault, land on her feet and dash toward Sunny, who sluggishly stood up and saw Gwendolyn wide-eyed. Gwendolyn land a powerful punch and send Sunny crash into the bridge. A train's horn was heard behind Gwendolyn and she turn around. A train is heading toward her. She quickly scan the train for any manas, there are none so she ram her hand against the train's nose, forming a deep dent and lift the whole train with 12 cargos up with one hand. Ben was amazed of his alternate daughter's strength as he watch Gwendolyn lift the train up and hover above the bridge. Sunny look up and saw Gwendolyn swung the train into the bridge. Sunny quickly teleport away as the train against the bridge, release an explosive that destroy the whole bridge. Sunny stand on the remaining bridge.

"Heh heh! She's strong but not strong enough." smirk Sunny as she wait for Gwendolyn to strike another blow. Gwendolyn saw her and made a mad dash toward her. Before she reach her, she was caught by a magneta-colored mana bubble. Behind her was a white-haired woman and a female Incursean wearing purple outfit that made Ben wide-eyed & surprised.

"Calm down, Gwendolyn. I'll take care of things from here. Attea, find the boy and bring him down here." order Charmcaster. Attea obliged and use her super leap to climb her way up. Gwendolyn glare at Charmcaster as she walk past her and ready her mana. Sunny fire a mana shockwave and Charmcaster created a mana barrier, withstanding the blast. She chant a spell and create a powerful mana-charged fireball at Sunny, sending her flying and crashing down to the surface. Ben levitate his way down and confront Charmcaster.

"How did you get here?!" growl Ben.

"When you defeated me, the debris hit my head hard and that evil temptation I receive from my home is gone. I regain consciousness and was found by Attea, who was looking for the Plumbers as she felt terrible of betraying them for her father's throne. I used the teleportation spell to reach here after I track your mana." explain Charmcaster.

"Okay, you're telling the truth, Cha-"

"Please call me Hope. Attea and I want to join your team." said Hope.

"I'll have to talk to Gwen first. Now- Grrr, she won't give up!" growl Ben as he sense Sunny's mana. Suddenly two giant hands appear and grab grip on the buildings. Sunny emerge as a 69-feet tall Anodite.

"I will destroy you all!" boomed Sunny as she slam her fist against the bridge, crumbling it while Hope, Ben & Gwendolyn flew away. Ben growl as Sunny glare at him.

* * *

Back in the building, Darkstar fire a powerful dark energy wave and send Julie crashing against the wall.

"ARGH! Ugh... Ship, are you okay?" ask Julie. Ship de-fused her and morph back to his normal form.

"S..Ship... *whimper*" whine Ship as he can't move.

"Oh Ship. How could you hurt a poor baby Mechamorph?!" snapped Julie.

"Such a feisty beautiful woman. I will drain your energy." grin Darkstar as he reach out his hand to grab Julie's face. Suddenly he got blasted by Fire Fox's fire breath. She jump toward Darkstar but he grab her and slam her against the wall, morphin back into Gwen. Devilin 11 grab Darkstar but an evil grin appear under his mask and place his hands on Devilin 11's arms and drain his energy.

"GRRRRAAAAHHH!" scream Devilin 11 as he morph back into his human form and his skin shrivel up to a grey-like skin.

"Devilin?!" exclaim Kevin.

"D-Dad... I have...no energy..." moan the weaken Devilin. Gwen begin to boil in rage.

"HOW DARE YOU!" roar Gwen as she slam the Omnitrix core and release a bright green light, morphing into...

"**Needle Mouse!**" roar the Hedgesapien as she curl up and she tackle Darkstar against the wall. She somersault up and release a green light.

"**Enernite!**" boomed the Anodite as she blast Darkstar with mana wave. She slam the Omnitrix core and release a flashing light.

The green sphere travel through her blood stream as her cells start pulsing strongly and she curl up as she become a green-highlight silhouette. Her cells accelerate as she merge with a new alien DNA. She start morphing into a humanoid alien whose body is made of cloud mass. She have two green eyes and the Omnitrix core is located on her chest.

"**Typhoon!**" boomed the new alien. Her white body turn black and she thrust her hands, firing powerful thunder bolt and blasted Darkstar out of the building and crash through the grids. As he recover, the yellow sky suddenly turn dark with black clouds blocking the sun. Darkstar quickly look up and saw Typhoon hovering in mid-air. She extended her hand forward and rotate it clockwise than thrust her hand down. Suddenly a tornado was formed and crash on Darkstar. Than he got toss out of the tornado and Typhoon land a backhand punch & send him crashing on the building. She thrust her hand and unleash hailstones. The ice shards impale Darkstar several times than Typhoon lift her right hand up and thrust her left hand forward. Five lightning bolts struck Typhoon's right hand than she fire a super-charged thunder bolts at Darkstar, electrocuting him to near defeat. She pick up Darkstar by his cape and drag him back to the others. She threw him Devilin and he grab him, drain all of his powers back including draining some of Darkstar's life energy. Darkstar become weak and lose consciousness. Devilin return to normal and gain his powers back. Typhoon morph back into Gwen and walk to her future son.

"Devilin, are you okay?" ask Gwen.

"I'm alright now, Mom." smile Devilin.

"Man, Gwen. You really beat up Darkstar!" exclaim Kevin in awe.

"Yeah, and I unlocked a new alien form too. Where's Ben?" ask Gwen.

* * *

Outside, Ben, Hope & Gwendolyn try to blast Sunny with mana bolts but sadly she hardly felt the damages and grab them using her "hair". Attea & Ken look outside and Attea look at Ken.

"Hey kid, do you have any alien forms that can stop her in her tracks?" ask Attea.

"Well, I have one but it'll slow her down, not stopping." Ken slam the core and morph into...

"**Stink Fly!**" shout Stink Fly as he took off to the sky and fly toward Sunny. Once he's in range, he release a bright light and morph into...

"**Articguana!**" shout Articguana as he breathe ice beam at Sunny, turning her lower body into ice. Articguana look at his teenage father. "Dad, use the Megatrix and find a suitable form!" shout Articguana as he continue to freeze Sunny but she kept breaking free. Ben move his hands together and start rotating the Megatrix core. Since he can't see what form he's choosing, he decide to go with any forms and slam the core down. He release a bright yellow light and Sunny was force to release him.

Ben's left arm grew larger, bulked and covered in brown/tan scales. His whole body grew larger and covered in scales, he grew a tail and he wore a green belt from his left shoulder to his right waist and a black short pants. He wore the Megatrix symbol on his chest.

"**Humungousaur!**" roar the dinosaur as he immediately grew 60-feet tall and grew dorsal fins and spikes on his tail, giving him stegosaurus-like appearance. He land on the ground and land a powerful punch at Sunny's face, forcing her to let go of Hope and Gwendolyn as she went flying across the buildings and crash against the building with her back. "YES! In your face!" cheered Humungousaur. Hope quickly levitate and caught Gwendolyn as she was exhausted. Sunny quickly stood up and growl at Humungousaur.

"That's it! I have had it!" growl Sunny as she charge toward Humungousaur. Humungousaur charge toward her as he came up with a plan. Gwen saw the Anodite and quickly selected her favorite form, which it was lucky that she's available. Gwen jump down from the building and sky dive down toward Sunny. Humungousaur saw her and grin as he jump toward Sunny. Humungousaur release a bright yellow light and Gwen slam the Omnitrix core. Both light blinded Sunny and emerging from the lights are...

"**Feed Back!**" shout the Conductoids as they land on Sunny and impale their plugs on her body. They start draining all of her energy, forcing her to shrink back to her normal size and reverted back to her human self. They morph back to Ben & Gwen and look up to see Kevin.

"Kevin, did you destroy the core?" ask Gwen.

"Yep! Mission accomplished!" smile Kevin.

"Verdona? Yes, I'm alright. Listen, I found a rogue Anodite, Sunny Tennyson and- YEOW!" scream Ben as he clutch his head with his hands.

"What's wrong, Dad?!" ask Ken & Gwendolyn.

"Her thought was too loud!" moan Ben. Suddenly a mana whirlwind appear and emerged Verdona but with a ferocious glare. Sunny woke up and saw Verdona.

"Grandma?!" gasped Sunny.

"SUNNY TENNYSON! HOW DARE YOU MISUSED THE ANODITE POWERS AND THREATEN TO KILL YOUR COUSIN AND THESE INNOCENT CHILDREN!?" snapped Verdona. Ben, Gwen, Kevin & Julie become afraid of her rage, even Ship hid behind Julie and whimper in fear. Sunny couldn't speak as she was terrified by her grandmother's rage. Before she run, Verdona grab her in the mana bubble and slam her against the ground, knocking her out. Verdona took a deep breath and manage to calm down. She pick up Sunny and look at Ben. "I'm taking your cousin to Planet Anodyne, where my people will decide her punishment." she said in a soft voice and teleported away. Gwen notice Hope and Attea and growl.

"What are you two doing here?!" growl Gwen.

"Whoa whoa whoa! Gwen, they realize their mistake and want to turn over a new leaf by joining the Plumbers." explain Ben.

"I don't think so! Attea is a backstabber and Charmcaster can't be trusted!" growl Gwen.

"Please! I want to make up for what I did. Please give me a second chance." begged Hope.

"Please please please please! Pleeeease!" begged Attea as she drop on her knees and hold her hands together as tears pour out of her eyes. **(Anime style! XD)**

"They did save our lives, Aunt Gwen." said Ken. Gwen start thinking for a while than came to a decision.

"Okay, I forgive you two and welcome to Alien Force." smile Gwen.

"THANK YOU!" cried Hope & Attea as they hugged Gwen.

"Ship, can you still transform into Battle mode?" ask Julie.

"Ship! Ship! Julie!" barked Ship in agreement. Than he morph into his Battle mode. As they enter Ship and left the planet. Than they receive a message from Grandpa Max.

"_Ben, Verdona told me about your plans. I know you manage to destroy three power core but the last power core is located on Anur Phaetos, home of the Ectonurites. You-*zzzrrrkkk*_"

"Grandpa Max?!" exclaim Ben & Gwen as the message was interrupted, The hologram change from Max to Ultimo!

"_Ha ha ha ha! You actually think you can go to Anur Phaetos?! Bah! You have no way to reach that dimension and even if you do, you'll never get out of there! You're wasting your time, Gwen 10! GYAH HA HA HA HA!_" laugh Ultimo as her message finished.

"How did she intercept our signal?!" exclaim Julie.

"Ultimo is me. She knows everything that I knows, that is, not everything since she was unable to defeat me as **Grid Master**." explain Gwen.

"If you defeat her as Grid Master, than you can use Grid Master to defeat her again, right?" ask Attea with hope. Gwen gave a sad look and turn away.

"I can't..." mutter Gwen.

"Why not?" ask Hope.

"I don't wanna talk about it." answer Gwen.

"Why-"

"I SAID I DON'T WANNA TALK ABOUT IT!" shout Gwen as she storm off to the hanger.

"What's wrong with her?" ask Ken.

"*sigh* It happens 4 years ago. Ever since Gwen unlocked Grid Master, she became Gwen's favorite and most used alien form. She used her numberous time; against the evil Mechamorph Malware, battling the evil Gridsapien **BioCore**, stopping thieves and putting out the fire. However..."

* * *

-_Flashback_-

In the junkyard, Grid Master found a pile of different techs so she want to test her powers. She grab the tank and download its data. She convert her hand into tank nozzle and fire a cannon at the broken car, blasting it in half.

"Sweet!" grin Grid Master. She than found a broken drill, pick it and copy its parts. She convert her hand into a drill and start drilling through the rocks in one sec. "Ha ha!" chuckle Grid Master. She grew tired and yawn as she morph back into 11-year-old Gwen. She walk her way back to the Rust Bucket and enter, just to find Grandpa Max, 12-year-old Kevin and Azmuth waiting for her.

"Hey, what's up?" ask Gwen.

"We need to talk." said Max.

"About what?" ask Gwen.

"About Grid Master. It's not okay to be fond on one alien form, Gwen." warn Max.

"What?! Why?!" exclaim Gwen.

"Gwen, if you continue to use the Gridsapien too many time, it will make it difficult for you to control your other transformations." explain Azmuth. Gwen's eyebrows bend down hard as she grid her teeth.

"Never! I love Grid Master! She's my favorite alien and you can't change that!" snapped Gwen as she ran out of the van. Kevin followed her.

"Gwen, wait! Calm down." said Kevin as he grab her wrist. She quickly shove him back.

"You called them! Why did you do that, Kevin?! WHY!?" shout Gwen.

"Gwen, what will happen if you can't become **Feed Back, Heat Blast** or other alien forms?" ask Kevin.

"Tell me one thing why are you doing this?!" growl Gwen.

"I'll give you two: I love you and if he was here, Ben will tell you the same thing!" shout Kevin.

"Leave Ben out of this!" shout Gwen. "This is just between you and me!"

"I couldn't agree more." chuckle someone. They look around and saw a black/red Gridsapien standing before them.

"**BioCore!**" gasped Gwen & Kevin.

"I come here to destroy you, Gwendolyn!" growl BioCore.

"Gwen, I suggest you use Feed Back or Buzz Shock." suggest Kevin. Gwen grin and activate the prototype Omnitrix. She morph into...

"**Grid Master!**" shout the Gridsapien.

"Gwen, now it's not the time to prove a point." complain Kevin.

"I got this!" grin Grid Master as she charge toward BioCore and throw a punch but BioCore convert his hand into a giant claw and grab her. Then he place his hand on her Omnitrix symbol.

"My kind is your favorite form, correct? Than I will remove it once and for all!" growl BioCore as he download the Omnitrix data and separate Gwen from Grid Master. He throw Gwen on the ground.

"Ow... my butt again! Impossible!" gasped Gwen as she saw Grid Master in BioCore's claw. BioCore pull out a chip.

"This is the virus that will instantly kill..." BioCore stab it on Grid Master. "A Gridsapien!" boomed BioCore. The chip spread blue arcs and Grid Master power-down and turn into a pile of dust.

"No...No!" Gwen start quivering and shedding tears. She stood up and roar.

"RRRRRAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAGGGGGGGGGGGGGG GGGHHHHHHHHHH!"

"Ha ha ha ha! You're finished now, Gwen-" before he finished, a bright green light filled the area and a giant fist slam BioCore into the ground. The camara panned up and show Gwen as **Way Big!**

"YOU MONSTER!" roar Way Big as she lost her temper and start pounding BioCore with 50 powerful blows. After the last blow, BioCore's body was completely broken and died. Way Big morph back into Gwen and drop on her knees. Her eyes release a downpour of tears as she start trembling.

"GRID MASSSSSSSTTTTTTTTEEEEEEERRRR!" scream Gwen as her voice echo throughout the woods.

-_End Flashback-_

* * *

"That's how she lose Grid Master. Because of the failsafe, the Omnitrix cannot accept new Gridsapien DNA. It was really hard for her. It's like losing her twin sister." explain Kevin.

"I wish I was there to prevent that. To tell you the truth, Feed Back is my favorite alien form and I'll be devastated if I lose him. Heck, now I'm even worse with Looma gone." sigh Ben.

"Question: How do we get to Anur Phaetos? Ultimo was right; it is an alternate dimension." ask Julie.

"Simple, we use **Ghost Freak** to lock on the DNA source." answer Ken. Ben nodded and select the hologram of a Ectonurite.

"Megatrix, lock on the DNA source of the Ectonurite." order Ben.

"SCANNING... DNA SOURCE FOUND!" beeped the AI.

"Good, with the signal, I can lock on to its mana and teleport us to that dimension. However I can only teleport three so I'm taking Ken & Gwen with me. Kevin, get Gwen." order Ben. Kevin nodded and went to fetch Gwen. Once Gwen arrive, Ben use the teleportation spell and teleported Ken, Gwen and himself.

* * *

-Anur Phaetos-

Ben appear in the floating ruins of some building. He look around and can't find Ken or Ben. His eyes glowed sky-blue as he track down their manas. He gave an awkward face and a nervous smile.

"Whoops! I teleported them at the wrong places." said Ben. He notice several Ectonurites floating by so he activate his Megatrix and slam the core, release a bright yellow light and morph into...

"**Ghost Freak!**" shout the Ectonurite. He float his way to the castle as he search for the power core.

* * *

Elsewhere, Ken walk around the wasteland as he search for his teenage father and aunt.

"Guess Dad needs more training like me." chuckle Ken. Suddenly he heard a wolf howl and turn around, just to see a Loboan.

"Uh-oh." mutter Ken. The Loboan, **Yenaldooshi**, charge toward Ken as he quickly slam the Omnitrix core and morph into...

"**Wild Vi-**" Yenaldooshi tackle Wild Vine and start snapping his jaws while the latter struggle to push him back. "Grrr! Get off me!" growl Wild Vine as he struggle but Yenaldooshi jab Wild Vine and ready his claw to kill him. Wild Vine release a green light and morph into...

"**Ghost Freak!**" grin the Ectonurite as he float away and start curling into a ball. He release a bright light and emerge as a yellow armored sphere.

"**Cannonbolt!**" shout Cannonbolt as he charge toward Yenaldooshi and tackle him against the wall. "Take that!" grin Cannonbolt and suddenly, he got wrapped in bandages and got toss against the ground. He look up and saw an alien mummy.

"So... We meet again, Ben 14." hiss **The Mummy**.

"You mistook me for my father!" growl Cannonbolt as he morph into...

"**XLR8!**" he quickly dash away but he got punched by another enemy and he crash against the ground. "Ow..." moan XLR8 as he reverted back into Ken.

"It's time for our revenge, Ben 14. Too bad Gwen 10 is not here." grin **Dr. Vicktor**. Ken glare at them and gritted his teeth.

* * *

On the other part of the dimension, Gwen storm through the wasteland in anger.

"Why that doofus! He sure got the nerve to leave me stranded here!" growl Gwen. Than, standing in her path are three Sotoraggians. Two male and one female.

[Well well, if it isn't Gwen 10.] chuckle **Six Six.**

[Who would have thought she got trapped here too.] scoff **Seven Seven**

[Hmph, this is the girl who defeated you two? Bah!] scoff the female Sotoraggians.

"Six Six and Seven Seven?! How did you guys get here?! Wait, don't answer because I still don't understand you. Hero time!" grin Gwen as she press the core down and release a bright light.

The green core travel through her blood vessel as she become a green-highlight silhouette floating in mid-air. Her cells start pulsing rapidly as she merged with an alien DNA. She release a bright green light.

"**Frostblight!** Come and get it!" taunt Frostblight. Six Six & Seven Seven charge toward Frostblight while the female Sotoraggian remain her place. The brothers start swing their energy blades at Frostblight but she start swaying and backflip away from them. She glare at them and turn them into ice, but Seven Seven melt it with his laser gun while Six Six start firing sonic blast from his sonic gun at Frostblight. She got hit and crash on the ground but she recovered and start flying in the sky. "Is that your best?" laugh Frostblight.

[Grrr! **Eight Eight**, aren't you gonna help us?!] growl Six Six.

[Nope.] Eight Eight reply as she look away. Seven Seven throw two energy saws at Frostblight but she turn them into ice and caught Six Six's energy sword with one hand, turning it into ice and snap it in two.

"Who's that woman? Your sister? Are you related to these suckers because you look like you have the same skills as them, maybe even their ugly face." grin Frostblight.

[Uh-oh!] cringed Six Six & Seven Seven as they look exchange surprise glance. Eight Eight gave a cold glare at Frostblight.

[What did you just said?] ask Eight Eight in cold tone.

"You even talk like them, I can't understand the word you just said." laugh Frostblight, not noticing Six Six & Seven Seven trying to warn her to stop taunting her.

[WHAT?!] shout Eight Eight as her jetpack activate and charge toward Frostblight. Frostblight vault over her but Eight Eight quickly swing her energy saw and slice her wing in half.

"AHH!" scream Frostblight as she lost control of her flight and crash on the ground. Eight Eight pull out a laser gun and extended two laser turrets. She start firing at Frostblight as she try to run but Eight Eight throw a grenade and she got blasted away, morphing back into Gwen as she skidded on her butt 3 times.

"Ouchie!" yelped Gwen. Eight Eight land on the ground and dash toward Gwen. She try to dodge but Eight Eight grab her neck and ram her against the rock. She start choking Gwen as she struggle to break free.

[No one dare to say I'm like my brothers!] roar Eight Eight as she ready her energy blade. Suddenly Gwen's Omnitrix start flashing yellow and the core pop up.

"UNCATALOGGED DNA DETECTED!" said the AI as she scanned Eight Eight. The scans finished and the core return in its place. "SOTORAGGIAN DNA SAMPLE ACQUIRED! SCAN COMPLETED!" beeped the AI.

[Huh?!] exclaim Eight Eight. Gwen slam her hand on the core & release a bright light. Eight Eight suddenly got punched and she was sent flying away from Gwen, who transform into a duplicate of Eight Eight but she wore the Omnitrix on her chest and her visor is green.

"**Hunter!** Cool, I become a 'Nine Nine'." laugh Hunter.

"Grrr, I'll kill you!" growl Eight Eight.

"Hey, I can understand you now!" exclaim Hunter. Eight Eight charge toward Hunter but she quickly wield a rocket launcher and blasted Eight Eight with one missile. Eight Eight got badly hurt and Hunter confront her as she ready her energy chainsaw.

"Give up?" ask Hunter.

"Wait, don't kill our sister!" shout Six Six.

"Well, why she start attacking like a madwoman?" ask Hunter.

"She doesn't like everyone think we're related." explain Seven Seven.

"Gee, I felt the same way about Ben. People think my cousin and I are related and I hate that."said Hunter. She help Eight Eight up and apologized her.

"Sorry, I didn't know you hate people think you're related. So why are you three doing here?" ask Hunter.

"We were trying to find some hired job until we found the Horror Trio planning something so we spy on them until we got suck into the portal and now we're stuck here." explain Six Six.

"Well, you three can come with me and maybe we can find a way out." smile Hunter as she help Eight Eight to walk.

* * *

Back to Ken, he transform into **Spitter **and spew acid goo at The Horror Trio away.

"I got to find their weakness. Lightning...Bandage... Got it!" smirk Spitter as he morph into...

"**Heat Blast!**" shout Heat Blast as he fire a heat ray at The Mummy. He got hit and start screaming in pain as his body is on fire. Heat Blast release a bright light and emerge as...

"**Water Hazard!**" grin Water Hazard as he spray water at The Mummy, putting out the fire and he fell unconsciousness. He than morph into...

"**Feed Back!**" laugh Feed Back as he stab Vicktor and drain all of his energy, than blast him away with a electro beam, sending him crash through the rocks and got defeated. Than he morph into...

"**RATH!** LET ME TELL YOU SOMETHING, YOU ALIEN WEREWOLF! RATH IS GONNA BEAT YOU INTO THE NEXT WEEK!" shout Rath as he charge toward the Loboan. The latter try to attack Rath but he dodge his attacks and ready his powerful attacks.

"**_COSMIC DROP! INCURSEAN AMBASSADOR! SERIOUS BUTT KICKING!_**" shout Rath and defeated the Loboan. He morph back into Ken.

"Yeah! Don't mess with Ken 10!" smile Ken. He slam his Omnitrix core and morph into...

"**Enernite!**" shout the male Anodite as he head toward Ben's mana.

* * *

In the main tower, Ben as Ghost Freak sneak inside the building and the Ectonurites didn't suspect a thing. He arrive at the main room and found the final power core. Before he can destroy it, he got blasted by a pale blue energy beam and crash against the wall. He morph back into Ben and look over his shoulder.

"**Zs'Skayre!** I'm surprised to see you here!" grin Ben.

"I will destroy you, Tennyson." growl Zs'Skayre.

"Oh please, Gwen & I had hard time to defeat you but now I have a useful form that will defeat you without trying." grin Ben as he activate the Megatrix, rotate the core and slam it down.

His forearms become covered in hard black shell as well as his forelegs, upper torso and face. Than his whole body ignited in flames and the Megatrix symbol is located on his upper torso.

"**Scorch!** I suggest you stay away if you want to live." warn Scorch.

"You don't scare me!" snapped Zs'Skayre as he dash toward Scorch. Scorch just cross his arms and channel his powers into one point than unleashed a solar flare, engulfing the whole area in bright light.

"GYYYYYYYYYAAAAAAAAAAAAAHHHHHHH!" scream Zs'Skayre as the light burned his whole body and fell on the ground defeated. Scorch look behind him and saw the core has been destroyed. Than Enernite, Hunter, Six Six and his siblings arrive.

"Huh? What's up?" ask Scorch. Hunter let Six Six hold on to Eight Eight as she walk toward Scorch and grab his throat. "GACK!" gasped Scorch.

"YOU DOOFUS! YOU GOT A NERVE OF DROPPING ME IN THE WASTELAND ALONE!" scream Hunter as she choke Scorch.

"Gwen?! You look different. Did you get a hair cut?" ask Scorch. Hunter snapped and punched him into the wall. Enernite step in the way.

"Dad! Auntie! Stop fighting!" plead Enernite. Hunter took a deep breath and calm down.

"Ow... Sorry about that! I just destroyed the core so let's get out of here." said Scorch as he morph back to Ben and transform into his Anodite form. Hunter slap the Omnitrix symbol and morph into...

"**Enernite!**" shout the Anodite. They gather together and the combined powers of the Anodites teleported them and the Sotoraggians siblings back to their own dimension and into Ship. When they arrive, everyone were going to attack the siblings but Gwen explain everything and Eight Eight decided that she and her brothers should join the Plumbers since their hired works aren't going well.

"We got a new problem; since Ultimo and Khaos learn we destroyed all the energy cores, they have someone under their employment making a new one from the energy in Taedenite on **Mor' Otesi**, the neighbor planet of **Planet Petrosapien** and home of the Crystalsapien; **Chromastone** species." explain Hope.

"Than let's head over there now! Ship, you got this?" ask Gwen.

"Ship! Ship!" barked Ship as he enter hyperspace and arrive at Planet Mor' Otesi. Deciding to go all together, the Alien Force, along with Sotoreggian triplet, broke in the scientific research center and battled the horde of drones. Than came a squad of killer robots. Thanks to the team work, they easily destroyed the large drones but they keep coming so the Sotoraggian triplets, Hope & Attea decide to hold them off while the others find the mysterious accomplice. They reach the center and discover the accomplice is none other than...

"**Albedo!**" gasped Ben.

"Ben Tennyson! We meet again." grin Albedo.

"Gwen, you and the others find the core and destroy it! I'll handle Albedo!" growl Ben as he slam the Megatrix core and morph into...

"**Spitter!**" shout the Spheroid as he spew acid goo at Albedo, sending him crashing on the floor. As everyone ran off, Spitter walk up to Albedo but notice his evil grin. "What are you grinning?" ask Spitter.

"Nothing. I just can't wait to kill you!" grin Albedo as he show his Negatrix but it's in gauntlet-like form and has two red tubes on both sides. He activate it and select the hologram and slam it down. He morph into...

"**Spitter!**" shout Albedo in his **Negative Spitter** form and spray acid goo at Spitter. He got knock back and shook his head. Albedo morphs into **Negative Buzz Shock** and electrocuted Spitter, since he's standing on the goo. Spitter morph back into Ben and fell on his knee.

"Grrr! What are you wearing?" ask Ben.

"It's one of Azmuth's new creation, the **Ultimatrix**." grin Albedo as he morph into... "**Rath!**" shout the **Negative Rath** as he charge toward Ben. He create a mana barrier but Albedo ram his fist through the barrier and punched Ben through the metal wall. Ben crash against the explosive canister and exploded. The flames subsided as Ben emerge as **Tetra Arms**. His appearance is still the same but he now have fangs on his lower jaw, like Ben 10,000's Four Arms. He stood up and saw a **Negative Diamond Shard** entering the room. He glare at him as Albedo chuckle.

"You think you can defeat me now?" smirk Albedo as he morph his hand into crystal blade. He run toward Four Arms and swing his blade at Four Arms but he side-step and he missed. Four Arms throw a punch but Albedo jump away and morph into **Negative Nova Blast** & fire a powerful heat ray. Four Arms withstand it and grab Albedo & hammer toss him into the ceiling. Albedo hit hard and fell on the ground. He struggle to stand and look over his shoulder, just to see Four Arms jump up, release a yellow light and morph into **Cannonbolt** as he spin dash toward Albedo, colliding and smash him into the ground. Albedo emerge as **Negative Tetra Arms** and toss Cannonbolt into the wall. Cannonbolt recover and morph into **Wildmutt** **(Ben 10,000 style with yellow/black collar)** and charge toward Albedo. Albedo morph into **Negative Shocksquatch** and ram his electric-charged fist against Wildmutt, sending him flying but he grind on the floor and growl at Albedo. Albedo morph into **Negative Feed Back** and fire a powerful electrical beam. Wildmutt morph into **Nova Blast** and counter with his flamethrower-like blast. Both attacks exploded but Albedo emerge as **Negative Gravattack**, making Nova Blast wide-eyed as he got levitated and push back by Albedo. He recover by morphing into **Stink Fly (Ben 10,000 style with _Omniverse_ colors)** and puke powerful slime at Albedo. He got hit and become stuck. Stink Fly charge toward Albedo but he morph into **Negative Armadrillo** and land a powerful punch, smashing him against the wall. Stink Fly slide down on his back than morph into **XLR8 (Ben 10,000 style with green stripes)** and release a sonic boom as he charge toward Albedo. Albedo slam his fists against the floor and unleash a powerful tremor. XLR8 quickly jump up and morph into **Needle Mouse (A/N: Male Needle Mouse wore the same uniform as Stink Fly)**.

He spin dash toward Albedo and collided him, pushing him 9 feet back and Albedo morph into **Negative Humungousaur** and ram his fist against Needle Mouse and he went flying. He crash against the wall and morph into **Muscleman** and slam his fist against the ground, sending shockwave and collided Albedo. They both start catching their breath as they become exhausted and morph back to their normal form.

"You *huff* gotten stronger." said Ben as he catch his breath.

"Heh, that was nothing. Now I will finished you!" grin Albedo as he slam the Ultimatrix and morph into Negative Humungousaur again than he slap the Ultimatrix symbol. The symbol grew four spikes and release a pulsing blue light. Albedo changed; his Humungousaur's skin turn dark green with dark blue torso, his body become more bulked and larger, his knuckles have metal tips, his tail have spiked mace and have a large turtle-like shell with spikes. He wore a helmet with horns.

"**Ultimate Humungousaur!**" roar Albedo.

"What the?!" gasped Ben.

"Now die!" shout Albedo as he thrust his fist, morph into bio-gatling gun and fire explosive bones at Ben.

* * *

Meanwhile Gwen, Kevin, and others continue their way to the center until Gwen stop in her track. Kevin notice and stop.

"Gwen?" ask Kevin.

"Go! I'll help Ben." order Gwen as she ran back to help Ben. Kevin nodded and continue running through the hallway. More drones appear in their path so Kevin absorb the Taedenite, gaining crystal skin and morph his arms into blades, Gwendolyn transform into her Anodite form, Ken morph into **Four Arms** and Devilin morph into Devilin 11. They destroyed them and reach to the energy core. They destroyed and report everyone to go and help Ben.

* * *

Back to Ben, Albedo as **Negative Ultimate Humungousaur** land a super-powerful punch and send Ben boring through the walls and crash against the Taedenite field.

"Now it's time for you to die!" grin Albedo than he got punched by Gwen as **Kraken** but Albedo grab her and slam her against the ground, leaving huge dent. The Alien Force gather together and ready to fight but Kraken morph back into Gwen and stood in front of Albedo.

"You want my Omnitrix than here, take it. Omnitrix, Code 0380 Remove!" shout Gwen

"VOICE COMMAND VALID!" the Omnitrix open its strap and Gwen remove it. Albedo grab it and gave a evil grin.

"YES! Soon I will be normal again!" laugh Albedo.

"OMNITRIX, CODE 0254 SELF-DESTRUCT IN 30 SECONDS!" shout Gwen. The Omnitrix start flashing orange and Albedo got wide-eyed. He quickly throw it away and it exploded, knocking him backward.

"You...You FOOL!" roar Albedo as he start firing bone fragments at Alien Force but Ben cover them with mana barrier. Albedo glare at Ben as the latter struggle on his feet. He activate his Megatrix and rotate the core. He slam it down and release a bright yellow light.

Ben grew four large wings than cover himself like a cape. He spread his wings and Ben become a moth-like creature with muscular body and wore the Megatrix symbol on his belt.

"**Big Chill!**" shout the Necrofiggian.

"Dad, slap the Megatrix to activate the special function!" shout Ken. Big Chill slap the Megatrix symbol, grew two spikes than turn counterclockwise. It release a bright blue light and travel across his body. He transform into a red-flame-like moth with his eyes glowed sky-blue and his wings leaks mana and gain flaming blue "hair" around his head.

"**Mega Big Chill!**" shout the newly transformed Big Chill.

"What?!" gasped Albedo.

"Whoa, I can feel the powers of Big Chill and my Anodite genes flowing through my body!" exclaim Mega Big Chill.

Albedo charge toward Mega Big Chill but he land a powerful mana-based fire beam at Albedo, turning him into a block of ice instead of burning him. Mega Big Chill inhale deeply and breathe powerful mana bolt, blasting Albedo away and he crash against the wall. He morph back into **Negative Ben** and lost consciousness. Mega Big Chill morph back into Big Chill than back into Ben. He remove the Ultimatrix, thanks to the voice command and toss it to Gwen. Gwen wear it and it merged with her DNA, ready for use.

"Did you guys destroy the core?" ask Ben.

"You got it." smile Kevin. As they left the planet in Ship, they receive a message from Looma!

"_GUYS! WHERE ARE YOU?! WE ARE UNDER ATTACK BY A MYSTERIOUS ALIEN INVADER!_" shout Looma through the communicator.

"Looma?!" exclaim Ben as his eyes are filled with tears of joy.

"_Beloved, we need your help! They open the Null Void and all the prisoners are escaping!_" exclaim Looma.

"Don't worry, my Lady! We took out all the power cores so the Null Voids can stay open for 20 minutes!" grin Ben.

"_Okay, please hurry, baby._" plead Looma as the message ended.

"Ship! Full speed to Planet Earth!" shout Ben.

"SHIP!" barked Ship in excitement as he enter in hyperspace.

* * *

**Axle- Part 2 finished and the next chapter will be the end of Alien Force Saga but the start of Ultimate Alien Saga.**

**Ben- With our new powers, we might defeat Ultimo and Khaos.**

**Gwen- I can't wait!**

**Looma- I'm glad I'm alive again!**

**Axle- Leave reviews, thank you very much! :)**


	29. Ultimo Attack part 3

**Chapter 29: Ultimos Attacks Part 3**

**Axle- The final battle begin! Start the Mortal Kombat Music!**

**Looma- Okay!**

**Ben & Gwen: IT'S HERO TIME!**

**Disclaimer: I don't own any Ben 10 characters.**

* * *

The Alien Force arrives back to Earth and land in Bellwood, which it was in the middle of the invasion but, just like Ben said, the projector can only hold for 20 minutes than it ran out of powers. Ultimo start trembling in rage and slam her fist against the panels, release sparks from the dents.

"DAMN YOU, GWEN TENNYSON!" roar Ultimo.

Ship land on the parking lot of Mr. Smoothy and the team exit out. Waiting for them are Cooper, Helen, Pierce, Alan, Manny, Mina & Rosy, along with Tetrax & Su'Flow Shard, Megalo & Ariel Aquamarine, Helena, Prof. Paradox & Grandpa Max. Even Looma is there.

"Guys! Looma!" Ben tackle Looma with hug and he tackle her so hard, she almost gonna fall backward.

"Beloved!? What's wrong?" ask Looma.

"I thought I will never see you again!" cried Ben as he continue hug her. Looma was confused but after Prof. Paradox explains, she return the hug as she shed tears, understanding his pain.

"Hey, Cooper." smile Julie as she merged with Ship.

"Hi, Julie." sigh Cooper as if he's in la-la land.

"Okay, what's the plan?" ask Pierce.

"We will defeat Ultimo and her evil forces. We can do it this time with the help of Hope, Attea, Ken, Gwendolyn and Devilin as well as the Sotoraggian triplets." explain Gwen.

"How?! Ultimo is you, Gwen! She knows what you know!" protest Rosy.

"Exactly but she didn't know about the Megatrix & the Ultimatrix. We will have the edge." explain Gwen.

"Remember, no matter what happen, no matter the odds, we will fight to the ends! We will work together, win or lose together!" shout Ben as he slam the Megatrix and engulf in bright yellow light.

His physic start growing larger, his skin turn red and grew a second pair of four-finger hands. He now have four eyes, two fangs on his lower jaw and wore the Megatrix symbol on his belt.

"**Tetra Arms!**" shout the Tetramand than he slap the Megatrix symbol. The spikes pop and turn clockwise, release a blue energy across his body; His red skin turn crimson red, his eyes glowed sky-blue and the stripes leaks mana. His physic grew larger as Gar Red Wind and gain spiked brass knuckles. "**Mega Tetra Arms!**" shout the Ultima Tetramand.

"Whoa!" exclaim everyone. Looma's heart start beating faster and her four eyes turn into hearts.

"Benjamin, you're super sexy!" squeal Looma. Gwen smile and slam the Ultimatrix core.

The green sphere travel strongly through her blood stream as her cells spark rapidly and she become a green-highlight silhouette floating in mid-air. Her cells start accelerating as she merged with an alien DNA. Her body turn X-rayed and she turn into a lizard-like being with two wings. She grew four extra heads. She's now a 5-headed dragon with pure red body, blue arms, golden legs, purple tail and silver wings. Her heads are colored: red, blue, gold, purple, and silver. She wore the Omnitrix symbol on her chest.

"**Rainbowgon!**" shout the 5-headed dragon in unison.

"Charge!" shout Kevin as he absorb the Taedenite and morph his hands into swords. Alien Force charge toward the group of drones. Helen tackle all the drones as she run at supersonic speed than skid to a halt. Two drones appear behind her but got sliced by Pierce's lance. He spun it once and gave a grin as he swing his lance and slice one drone's head off. Manny start blasting all the drones with Max & Elena while Kevin & the Sotoraggain triplet slash all the drones in their path. Tetrax & Rosy slam their hands and summon a field of crystal that impale the drones in half. Su'Flow aim her rose "hair" and fire a solar beam, blasting all the dones in one attack. Cooper use his technopath to force the drones to blast each other than Julie thrust her fists and fire a barrage of missiles, destroying them at once. Devilin 11, Ken as **Cannonbolt** and Gwendolyn blast their way through the robot forces. Than arrive a large drone but Mina and her parents pounce him and tear him apart with their powerful jaws. Alan create a huge fireball and tosses them at the drones. Rainbowgon start firing different element-based attack at the drones and destroy them instantly. Mega Tetra Arms and Looma destroy the drones using brute strength and they reach to the town square. More drones appear so they decide to use team work.

Tetrax thrust his hands up and create a tower of crystal than Su'Flow & Rosy fire their solar ray and struck the crystal, causing it to be absorbed and redirected into 10 directional beams, destroy the drones around them. Manny, Looma & Mega Tetra Arms lift their arms up and slam it down and, by the combined strength, unleashed a powerful tremor and destroy the drones. The last drone is very strong but Cannonbolt morph into **Articguana** and breathe ice beam at the drone than Alan thrust his hands and blast it with a huge burst of flames. Once they are all destroyed, they encounter Ultimo and Khaos (Human).

"Ultimo!" exclaim Gwen.

"Damn you, Gwen 10! Damn you all!" growl Ultimo. Khaos step forward.

"You handle the others while I play with Ben Tennyson." grin Khaos. Ultimo nodded and use the ship's teleportation beam to teleport her & Alien Force away while Khaos stay behind to confront Mega Tetra Arms, Looma, Ken 10, Gwendolyn & Devilin 11.

"So, shall we begin?" grin Khaos as he transform into **Khaos 11,000**. Mega Tetra Arms growl as he charge toward Khaos 11,000 and throw a punch but Khaos caught it with his lower arm and release a powerful discharge of electricity, electrocuting Mega Tetra Arms than wrap his tentacles and release even more electrical discharge,

"GYAAAAHHH!" scream Mega Tetra Arms.

"BELOVED!" scream Looma as she try to help but Khaos 11,000 grab her and hold her up at 12 feet tall. Mega Tetra Arms saw Looma and knew what Khaos is planning.

"NOO!" scream Mega Tetra Arms as he release a bright yellow light and morph into...

"**BenHighbreed!**" shout the Highbreed as he fires eye laser and blast Khaos 11,000 35 feet away from him and force him to let go of Looma. Khaos 11,000 counter with his radioactive eye laser. BenHighbreed got blast away and crash against the wall. Looma growl at Khaos 11,000 and land a powerful punch against Khaos 11,000's stomach but he thrust his upper left hand and fire a blast of water at Looma. Than levitate a cement truck and slam it against Looma.

"How pathetic. Hmm?" Khaos turn and saw Devilin 11, Ken and Gwendolyn. "Where did you ran off to, Devilin?!" growl Khaos 11,000.

"I hate you, Dad! I hate you and Mom!" growl Devilin 11 as he spew powerful acid goo at Khaos 11,000. He got struck and become covered in flames. He emerge undamaged and grin at Devilin.

"Oh, you plan to attack your father? Than prepare yourself!" shout Khaos 11,000 as he grab Devilin 11 with his upper left tentacle, swing him up and slam him into the building. Gwendolyn thrust her hands and fire a powerful mana wave at Khaos 11,000. However, he thrust his six hands and fire a powerful mana wave, pushing it back and blasted Gwendolyn away. He walk toward Ken with an evil grin and breathe a powerful flames at Ken. He quickly slam the Omnitrix core and release a bright light as he got hit. The flames turn into a block of ice and frozen Ken. The ice exploded and emerge a Petrosapien.

"**Diamond Head!**" shout Diamond Head as he slam his fist and trap Khaos 11,000 in a field of crystal. Khaos 11,000 burst out of crystal and ram his fist against Diamond Head into the ground.

"RAAAAAAGGHHHH!" roar Ben as he emerge in his Anodite form and charge toward Khaos 11,000. He ram his fist against Khaos 11,000's face and release an explosive wave.

* * *

Inside the spaceship, Ultimo grin as the Alien Force charge toward her to attack, even if they got battered badly.

"Come on, you can't defeat me!" grin Ultimo.

"*huff, puff* We won't know unless we try!" shout Gwen as she slam the Ultimatrix and morph into...

"**Lodestar!**" shout Lodestar and magnetized the wall & slam it against Ultimo. A bright purple light emanate from within and the walls was pushed open by Ultimo, who gain planet-like armor on her body. She thrust her hand and lift Lodestar using gravikinesis and slam her against the ground. Alan thrust his hands and fire a huge wave of flames at Ultimo. She withstand it and slam the Gigatrix, release a purple light and her arms become bulked, grew claws and her back grew dorsal fins.

"**Articguana!**" shout Ultimo and breathe ice-cold beam at Alan, turn him into a block of ice than she ram her claws at Alan, shattering the ice and send him flying against the wall. Manny swung his punches at Ultima but she hardly felt the blow. She switch forms; gaining webbed hands and feet and her teeth sharpen itself to jagged fangs. "**Ripjaws!**" growl Ultimo as she ram her jaws on Manny's arm.

"AAAARRGGHH!" scream Manny than Ultimo ram her fist against his guts while holding his arm in her mouth. Than she throw him down, switch form; gaining bulked arms and slam her fists against Manny and unleashed a powerful tremor as well as burrowing Manny through the floor. She yank her fist out and slam the Gigatrix. She gain a second pair of arms and crack her knuckles.

"**Four Arms!**" growl Ultimo as she charge toward Julie. She respond the same and they collided their fists, unleashing powerful shockwave. Julie start swaying Ultimo's punches than blast her with her laser cannons. Ultimo crash on the wall than receive Julie's powerful punches. Julie continue punching as Ultimo sank deeper into the floor.

"How do you like that?!" shout Julie. A bright purple light blinded her and she got hit by a blast of acid goo, and she crash on the ceiling than fall on the ground, covered in slime. She look up and saw Ultimo standing with green goo drooling from her lips. She gave a sadistic, sick grin.

"Let's dance!" grin Ultimo as she slam the Gigatrix core and lightning start arcing from her green-glowing eyes, thrust her hands and fire a powerful electrical blast, electrocuting Julie & Ship.

"YYYAAAHH!" scream Julie.

"SSHHHIIPPPP!" howl Ship as they both de-merged and fell unconscious. Pierce throw multiple quills at Ultimo and she got nicked on her shoulder.

"GRRR!" growl Ultimo as she switch form, gaining metal cat-like tail, grew claws and her teeth sharp itself. She start running on four and charge toward Pierce. He threw multiple quills but Ultimo start zigzagging at lightning speed and tackle Pierce into the wall. The light flashes and Ultimo, with four metal tentacles, grab Pierce and electrocuting him until he pass out. Helen saw her brother passed out.

"PIERCE! LET HIM GO!" shout Helen as she start accelerating her speed and dash toward Ultimo. She ram her and unleashed a huge dust cloud as Ultimo got dragged 10 feet away from her spot. Helen fell on her knees as she recieve a heavy head injury. Ultimo emerge with her armor reconfigured to the Orishan.

"Ugh... my head..." moan Helen.

"Nice try." smile Ultimo as she thrust her hand and blast Helen with a burst of water, sending her crashing against the fuse box and got electrocuted. Mina & her parents sank their teeth on Ultimo but she broke free, switch form as she gain two flaming arms and her hair ignited in flames. "**Heat Blast!**" shout Ultimo and create a wall of fire. Mina, Ariel and Megalo start gasping as the flames are dehydrating them and fell unconscious. Rosy jump toward Ultimo but she grab her and ram her knee against her stomach, knocking all the air out of her.

"ROSY!" gasped Su'Flow & Tetrax. Su'Flow grab Ultimo with vines but Ultimo switch form and belch a powerful flame and snapped free. She belch a huge fireball and blasted Su'Flow away. Tetrax grab his gun and fire a powerful laser bolt but Ultimo deflected it and slam the Gigatrix core. She gain headphone on her head.

"**Echo-Echo!** AAAAAHHHHHH!" scream Ultimo and her scream shatter Tetrax's skin. He fell unconscious and Max & Elena try to stop her but she slap them away and confront the Sotoraggian triplets. They all fire their missile launchers and blasted Ultimo but she emerge undamaged, switch form and she slam her fist against the ground, summoning and trapping them in crystal field. Attea shot her tongue out at Ultimo but she grab it, yank her toward her and cloth lined her.

"Is this the best you can do!?" shout Ultimo. Kevin jump behind Ultimo and swing his bladed arm but Ultimo ram her elbow against his stomach and knock him out.

* * *

Back outside, Khaos 11,000 unleashed a powerful lightning blast at Ben and he crash against the gasoline station and exploded.

"Nice try, Tennyson." growl Khaos 11,000 as he approach toward Ben, who reverted and fell unconscious. Than Ken step in front of Khaos 11,000.

"Stay away from him! You killed my Dad! And Mom! Even Grandpa Max! You are going to pay!" growl Ken.

"You?! Beat me?! Ha ha ha ha! Nice one, kid but you're a fool!" laugh Khaos 11,000. Than a bright green light blinded him and look at Ken in confusion. Suddenly he got blasted by a huge water cannon. His upper body, head and upper right arm got extinguished and he look up in shock. Standing in Ken's place is **Water Hazard**. He release a bright green light and morph into...

"**Shocksquatch!**" shout Shocksquatch as he thrust his hands and unleashed a burst of electricity, shocking Khaos 11,000 than he morph back into Ken. "In your face!" shout Ken.

"Dammit! I'll kill you quicker!" growl Khaos 11,000 a he charge toward Ken but suddenly blasted by mana wave. He quickly look to his right and growl. Standing on his right is Gwendolyn in her Anodite form. Suddenly a huge shadow covered them, Khaos 11,000 look up and, too late to react, he got rammed by a huge building, tossed by Devilin 11. The siblings gather together and charge their powers to max while Ken transform into **XLR8**. Khaos 11,000 stood up but got smack by Looma, wielding a steel pipe. She repeatedly smack Khaos 11,000 than she jump away and join the others.

"Let's get him!" shout XLR8. The four heroes charge toward Khaos 11,000 but he got very enraged and easily defeated them with powerful blows. Gwendolyn crash on the truck and blacked out. Devilin 11 crash on the ground and morph back to normal. Looma got punched and bore through the street and fainted. XLR8 got knock back and slide on the ground. He struggle to stand up than his body release a red light and morph back into Ken than pass out. Ben woke up and saw Looma, Ken, Devilin and Gwendolyn defeated.

"GRRRR! THAT'S IT!" growl Ben as he slam the Megatrix and transform into a Conductoid than slap the symbol. The Megatrix symbol grew spikes and turn counterclockwise. He transformed; his body hasn't change but he now have golden-yellow skin and his bolts/plugs are now silver. He grew two tails and gain two plugs. He wore the evolved Megatrix symbol on his chest and his eye glowed sky-blue, and the green stripe leaks mana. "**Mega Feed Back!**" shout the Ultima Conductoid.

"Now it's time for you to die!" roar Khaos 11,000 as he place all sets of arms vertical and horizantal, cross his wrists and fire three Cosmic Ray as one, making it massive and charge toward the young heroes. Mega Feed Back jump in and cross his arms as his two antennas extended forward and stab the Cosmic Ray. He start absorbing it as his fuel, causing the ground to shake & the debris start levitating. Looma, Ken and the others look up and saw Mega Feed Back.

"Benjamin?" mutter Looma.

"Dad?" ask Ken.

"Alright, I've gotten stronger! Mega Feed Back rule!" grin Mega Feed Back as he finished absorbing the Cosmic Ray. Khaos 11,000 was shocked by the turn of event.

"No! I will not lose!" growl Khaos 11,000 as he jump toward them. Mega Feed Back redirect the Cosmic Ray at Khaos 11,000, blasting him away and crash into the spaceship.

* * *

Meanwhile, Ultimo was about to destroy them until Khaos crash into the room and pass out.

"Khaos?!" gasped Ultimo in panicked tone. Gwen woke up and stood up sluggishly.

"I...will...defeat you..." grunt Gwen.

"Grrr! Even if you can still fight, you can't beat me! If only you haven't use Grid Master too many time, you would've beaten me now." growl Ultimo. Gwen got wide-eyed and clutch her fist in anger.

"That's it! I have had it!" Gwen activate the Ultimatrix, select the hologram and slam the core.

The green sphere travel through her bloodstream as she become a green-highlight silhouette floating in mid-air. Her cells start pulsing as she merged with an alien DNA. Her arms become covered in vines than her head.

"**Swampfire!**" shout Swampfire. Everyone woke up and saw Gwen as Swampfire. Mega Feed Back & others arrive and Mega Feed Back morph back into Feed Back than to Ben.

"You think you can defeat me as Swampfire?! HA!" scoff Ultimo as she slam the Gigatrix and release a bright light. She gain plugs on her fingers and grew two antennas from her back. "**Feed Back!**" grin Ultimo as she plugged herself on the ship and start draining electricity until she is full charged.

"You're right. I can't beat you as _regular_ Swampfire but let's see if you can beat..." Swampfire slap the Ultimatrix symbol and it grew four spikes. The green energy travel across her body; She now become a tall dark brown tree-like alien, has three blue gooey shells containing an organic, blue face, blue colored gel-like solution of napalm on her arms, two on her chest that act like breasts and a large one on her back, and have wood-like bang on her head. She wore the evolved Ultimatrix symbol on her chest. "**...Ultimate Swampfire!**" shout the Ultima Methanosian.

"WHAT THE?!" exclaim Ultimo. Ultimate Swampfire's goo shells start glowing brightly and emanate flaming aura as she charge up her power level. Once it reach the top, she extended her hand forward.

"NO!" growl Ultimo as she thrust her hands and unleashed a powerful electrical cannon at Ultimate Swampfire. Ultimate Swampfire grin and unleashed a humongous blue fireblast from her hand. The fireblast push back Ultimo's attack and blast her away.

"GAAAAAAAHHH!" scream Ultimo as she crash against the control panel and exploded, sending fires everywhere. The spaceship start exploding so Ultimate Swampfire, who morph back into Swampfire than into Gwen, & the others quickly escape thanks to Ben, who use the teleportation spell to teleport them back on Bellwood. As they watch the ship exploded, two figures emerged. It was Khaos 11,000 and Ultimo **(Jetray Mode)**.

"Don't think you won! We will destroy you all by blasting you all with a RAW Null Void energy!" growl Ultimo as she pull out an energy core and install it to the projector. Khaos 11,000 place his upper left tentacle and merge it, upgrading it and fire it at Alien Force. Suddenly everything frozen in time and Prof. Paradox appear.

"Gwendolyn, now it's the time to use **Alien X**. You too, Benjamin." smile Prof. Paradox.

"Okay! Ready, Ben?" grin Gwen.

"Ready!" smile Ben as they both slam the cores. They release a bright light and morph into...

"**Alien X!**" shout the Celestialsapiens in unison.

"Nobody is going to die!" frown Alien X (Gwen).

"Let's go!" grin Alien X (Ben) in the combined voice of Ben, **Serena** and **Bellicus**. Both of them rotate their hand in circular motion, creating two pale white circle then merge them together and thrust their hands together. They unleashed a powerful barrier and redirect the portal right back at Khaos 11,000 and Ultimo. It start sucking them in.

"NNNOOOOOOOOOOOOOOOOO!" scream the evil couple as they got sucked into the Null Void. Alien Xs remove the shield and morph back into Gwen & Ben.

"We did it!" cheered everyone.

"That was close." said someone. They look around and look down. It's Azmuth.

"Azmuth!" smile Gwen.

"So you obtain the Ultimatrix, eh? Well, at least it's on good hand. Albedo stole that from my lab and install that evolutionary function. You know, keep it until I have the Omnitrix ready." said Azmuth.

"But I destroyed it." said Gwen.

"Gwendolyn, that was a prototype. I'm building the third model from the very beginning so once it's complete, I'll being it to you." smile Azmuth as he left.

"Well, I'll be taking these kids back to their timeline." smile Prof. Paradox.

"Good-bye, Dad!" smile Ken as he hugged Ben. Gwendolyn join in the hug.

"Take care of yourselves. Remember, Bellwood needs the new heroes so you're it." smile Ben as he hug back.

"Good-bye, Mom and Dad. You're the best parents I ever had." smile Devilin as he hug Gwen & Kevin.

"You...you take care of yourself... I hope you remember us of our good times." smile Gwen as she begin to cry. Devilin wipe her tears and smile.

"I will." smile Devilin.

"Good luck, little guy." smile Kevin as he gave Devilin a bro fist. (**I guess it will be a 'father-son' fist)**. Prof. Paradox create a time portal and he take Gwendolyn, Ken and Devilin home as they wave good-bye.

"Wow. I just can't believe it. We won." smile Cooper.

"Yeah and thanks for healing Ship." smile Julie.

"Oh it's no-" Before Cooper knew it, Julie plant a kiss on his cheek and Cooper felt like a melted butter as his cheeks turn bright red.

"Dad?" wonder Looma.

"Long story, Looma. But first thing first, I got something for you. I picked it up from Crystalsapien's home planet and forged it myself." Ben pull out a ring with a diamond-cutted Taedenite. Looma gasped in awe.

"Oh it's beautiful!" exclaim Looma.

"Looma, I almost lost you twice and it hurts me so much. But now I believe I'm ready." Ben drop on one knee and hold up the ring to her. Everyone, including Max & Gwen, become surprised. "Looma, will you marry me?" ask Ben. Looma's eyes start shedding tears and hold up her upper hand as she knee down.

"Yes." smile Looma. Ben place the ring on her finger and hold her hands as he gave her a deep passion kiss.

"I love you, Princess Looma Red Wind." smile Ben.

"I love you too, Bejamin Kirby Tennyson." smile Looma.

* * *

**Axle- Alien Force Saga completed and the next chapter will be the beginning of Ultimate Alien Saga.**

**Ben- That was a great battle.**

**Gwen- They were tough cookies.**

**Looma- What does 'tough cookies' means in Earth expression?**

**Axle- I'll be waiting for some new aliens ideas and your reviews!**


	30. Fame

**Chapter 30: Fame**

**Axle- Uh-oh.**

**Ben- What?**

**Axle- Someone leaked out Gwen's identity and blabbed it on the Internet.**

**Ben- That's bad, begin chapter.**

**Disclaimer: I don't own any Ben 10 characters.**

* * *

It pass a year after the defeat of **Ultimo** & **Khaos**. Ben & Looma got married a moth after their victory than 8 months later, Looma gave birth to a Half-Human Half-Tetramand girl named **Jennifer Heather Tennyson-Red Wind**. She look like Ben's female counterpart but her hair is black with brown highlight and she have her mother's eyes. However, they aren't sure if Jen can transform into a Tetramand...yet.

Ben & Looma live in a new house Ben builded as **Jury Rigg**, giving extended space for Looma to walk around in her true form. Ben & Looma enjoy their new life as husband and wife.

-Present-

The TV display a video posted from YouTube. A man begin talking in distorted voice as the video shows different clips of Gwen's alien forms, including Ben's.

"_The aliens are already among us. Strange creatures with unbelievable powers. Aliens are real. But that's not interesting part, this is. All of these creatures you just seen are actually alter egos of two teens. Their names are Ben & Gwen Tennyson!_" said the man as the TV shot two snapshot, one is Gwen walking around with the Omnitrix on her wrist and Ben activate his Copytrix while he look over his shoulder as if he thought he heard someone.

On the couch of Gwen's living room are 16-year-old Gwen, 17-year old Kevin, 16 **(or 17)**year-old Ben and 19-year-old Looma (Human) holding their baby, Jen.** (A/N: I named her after Jakevoronkov1's Jen 10)**

"You are sooo busted!" said Kevin as he cross his arms. The TV continue to show videos of Gwen & Ben in their alien forms.

"Every channel, Ben, all weekend, nothing but us wrecking stuffs and they know who we are. My scholarship is ruined!" moan Gwen.

"Nobody cares if we're superheroes!" shout Ben as he walk away.

"Super menace." grin Kevin and Looma step his foot and he cringed in pain. Ben open the door and he got hit by a barrage of camara flashes from the reporters. He close the door and face the other.

"O-kay, maybe a few people care." said Ben.

"Maybe you should lie low for a while, like staying at your house." suggest Kevin. Gwen walk to her door and peek through the hole.

"Yeah but how did we get pass them?" ask Gwen. Ben exit out the house and the reporters start taking pictures and asking question.

"Ben! Ben! Ben! Ben, do you or Gwen have a statement?" ask the reporter. Ben grab the microphone and grin.

"Yeah. It's hero time!" shout Ben as he toss the microphone away and slam the Megatrix core down. He morph into...

"**Humongousaur!**" shout Humongousaur. Then he start roaring and scare everyone away. "RAAAAGHH- *cough cough*" Humongousaur morph back into Ben as he continue coughing.

"Hey Gwen. You got a lozenge? Growling's rough on my throat." said Ben and Gwen gave him a mint-flavored candy and he put in his mouth.

"Why didn't you use your new Mega Evolution?" ask Looma as she carry her baby.

"I wanna _scare_ them, not _traumatized_ them." answer Ben.

* * *

Later in the night at Ben & Looma's house, they were watching the TV while Ben play with his daughter.

"Who's my little girl? Who is she?" cooed Ben as he tickle Jen and she gave a cute baby giggle. Than Ben put her in the baby pen and turn his head to watch the TV while eating popcorn with Looma, in her true form. Looma is wearing her pajama, which it has the Omnitrix symbols around it.

"*sigh* I'm glad that we're together, Benjamin." sigh Looma as she hold her husband's hand. Before Ben answer, they heard Jen crying. Looma smile as she walk toward the baby pen and pick up Jen. She place her lower hand on her belly and felt a little rumble.

"Oh, Jenny. Are you hungry? Does she want some delicious milk from her Mommy?" cooed Looma as she hold Jen in her arms and unbutton her shirt so she can feed her baby. Jen start drinking her milk and Looma sat next to Ben to watch the TV, which it's still talking about him and Gwen.

"Oh, that ape hates you!" growl Looma.

"_Welcome back to the Will Harangue Nation. Our top story- it's got to be Ben & Gwen Tennyson, 16-year-old High School students who's been outed as two one-man, or should I say 'boy and girl'?- alien invasion. _"

"Why does everyone keep using that picture." moan Ben.

"I think you're cute." smile Looma.

"Ready?" ask Ben.

"Cute and goofy." chimed Looma and Ben chuckle as he shook his head.

"_The footage gather over a past year, but only now do we understand that all of these seemingly unconnected attacks..._"

"Attacks?!" exclaim Ben.

"_Were the work of Ben & Gwen Tennyson in their various alien disguises for who knows what sinister purpose!_" said **Will Harangue**.

"How about saving the entire universe? How's that sinister?!" growl Ben.

"_U__nbelievably some people _defend_ the actions of the Tennyson, claiming they're some kind of a Superheroes. Obvious ridiculous, but that's not for me to say. No, I leave that to you, the viewers, in tonight's poll. 'Ben & Gwen Tennyson: Threat or Menace?' Call in with your vote._" Looma turn off the TV and hold the remote up high as Ben try to grab it.

"It's too nice a day to sit inside watching TV. How about we take a ride on DX Mark 10? That will cheer you up." smile Looma.

"I don't need cheering up. I'm not upset." said Ben as he cross his arms.

"Why not? Everybody hates you." smile Looma.

* * *

Ben drive the DX Mark 10 through the street as they enjoy the evening.

"You know, babe, maybe it's for the best. Maybe we can do more good as public superheroes than we did in secret. Sure, most people think we're menaces now." said Ben.

"According to my calculation, only 25% of adult Human viewers think you two are menaces." said Looma (Human) as she hold her sleeping baby in her arms.

"See? That's not bad." smile Ben.

"75% thinks you're a threat." smirk Looma.

"My point is, once the people get to know us, we can win them over and you won't stay hiding among the human." explain Ben.

"That's not a bad idea. I wonder if Gwen agree with that idea- Ah, speak of the devil." said Looma as the Rust Bucket II arrive on the opposite road. They both stop and open the windows.

"What's the emergency?" ask Ben in sarcastic tone.

"Sometimes I think the only reason why you guys used hang out with us because we're the only one who can drive." smirk Kevin.

"Maybe at first..." mutter Ben.

"Ben, we did some works and we found the whereabout of that guy who blab out our secret ID to the Internet." said Gwen.

"Yeah, so we decide to pay him a piece of our mind." grin Kevin.

"Best idea I heard all day." Ben reply as he place his fist on his open hand.

* * *

They arrive at the apartment of the spoiler and Ben, Gwen & Kevin climb up via the stairs.

"You know, Looma is the only one with a common sense." advise Gwen.

"She's stayed back in Bellwood with the baby." remind Ben.

"That's what I just said." Gwen reply. As they reach to room 21, Gwen rang the door bell and they can hear the door's locks unlocking. The door open a little and a woman peek through the slightly open door to see who is it. When she saw Ben's 14 icon and Gwen's cat icon, she open the door completely.

"Oh, you must friends of James'." said the woman in sweet caring tone. "Jimmy!" shout the woman.

"I'm coming, Mom!" reply the boy as he arrive at the door. He's about 10-12-year old and wore a white hooded jacket with green stripes and cuffs, and has the 14 icon on the left chest. He saw Ben & Gwen and a wide smile appear on his face.

"Ben & Gwen Tennyson! I'm** Jimmy Jones**! Nice to meet you!" smile Jimmy as he hand shake Ben.

After he invited them to his bedroom, his bedroom has the picture of all Gwen's & Ben's alien form, pinned with red lines that lead to the picture of the Omnitrix/Copytrix symbol. Kevin glare at Jimmy.

"How could you do this to Gwen & Ben!?" growl Kevin.

"I-I don't understand. Do what?" ask Jimmy.

"Ruin their lives!" grunt Kevin.

"Oh I won't do anything to hurt the Tennyson duo. I'm a fan." smile Jimmy as he shrugged. Kevin grab him by the hoodie's collar and lift him up above his head.

"Kevin! Put him down!" growl Gwen. Kevin toss Jimmy back on his bed.

"Ugh..." grunt Kevin. Jimmy look at Ben & Gwen than start sniffing and tears start welling up in his eyes. "Dude, you are not gonna cry." said Kevin.

"Stop being mean, Kevin!" snapped Gwen.

"Whatever." shrugged Kevin. Ben sat next to Jimmy and gave him the handkerchief. Jimmy grab it and blow his nose.

"So why did you post that video?" ask Ben kindly.

"I run a website. I've been collecting photos of alien sightings that people have taken all over the world. I notice lots of them come from Bellwood." explain Jimmy as he show them his website from his PC. "So I started sorting the picture together. That's when I found out lots of them are wearing this symbol in two different colors." said Jimmy as he point at the picture of Omnitrix/Copytrix symbol.

"Than you pieced together our identity from the picture of me wearing the Omnitrix and Ben with the Copytrix." said Gwen while Ben place his hand on his Megatrix.

"Yeah. I even learn that you, Mr. Tennyson, are related to these aliens." Jimmy show the pics of Verdona & Sunny in her Anodite form than show the pic of Ben as an Anodite, wearing the Copytrix on his wrist. "And you're married too!" smile Jimmy.

"How did you know?" ask Ben.

"You're wearing the wedding ring. I search for your wife and I found this." Jimmy show the hidden camara he put, since he heard an alien came to the bowling ally numberous of times at night. Entering the scene was Looma in her human state than she remove her ID Mask and morph into her Tetramand form. She grab four bowling balls and tosses them at four set of bowling pins. She than start cheering by herself. Jimmy pause the video.

"Since she wear the same outfit as you and wears a wedding ring, I realize you married an alien. That was cool!" grin Jimmy.

"Remind me to tell Looma to stop going to the bowling ally at night." said Ben.

"I found stories all over the Internet about how you've help people and save the world!" smile Jimmy. Gwen smile at him. "I just thought everybody should know how cool you are."

"We know you were trying to help, but by revealing our secrets, you made it harder for us to protect people." explain Gwen. Jimmy got wide-eyed and look down at the floor.

"I-I'm sorry. I thought you'd like the fame. You know, all the attention and money?" explain Jimmy as he shrugged again.

"Attention?" ask Ben with a smile.

"Money?" ask Kevin with a grin.

"Why do you show us what you learn?" ask Gwen.

"Sure. I got pictures of a lot of your alien forms. **Goop, Stinkbomb, Road Block, Titanosaurus, Jeffrey**..." said Jimmy as he count his fingers.

"'Jeffery'? You think I named my alien 'Jeffery'? It's **Jetray**." chuckle Ben.

"Hmm... That make good sense." said Jimmy as he place his hand on his chin. "You know, every guys really love your Stinkbomb form."

'Why?" ask Gwen.

"Maybe because you are capable of release toxic gas from your butt?" ask Ben evilly.

"Right but wrong. She's sexy, if you pardon my saying." smile Jimmy. Gwen blushed as she look at the ceiling.

"If they like Stinkbomb, they should see **Fire Fly**. She has a huge butt." grin Ben evilly.

"I do not have a large butt!" growl Gwen.

"They look perfect to me." said Kevin as he stare at Gwen's behind and Gwen look back and place her hand on her hip as she flirt him with a grin and a wink. She look down and saw picture of the back of a creature made of water.

"Who is this one?" ask Gwen.

"I thought that was either you or Mr. Tennyson. It just show up a few months ago. All the sighting have been in Orlando. Hang on. I've got some video." Jimmy pull out a top-secret video which show the soldiers firing their guns at the water creature but it didn't work and it blast the soldiers with water cannons than it knock out the camara.

"No sound?" ask Gwen.

"I was lucky enough to get the pictures. It's top-secret." explain Jimmy.

"Road trip?" ask Ben.

"We can borrow Ship from Julie." suggest Gwen.

"Don't have to. We'll take the Rust Bucket." said Kevin.

"You want to _drive_ all the way to Florida?!" ask Ben.

"Not _that_ Rust Bucket. The new one." grin Kevin and Gwen grin also, as she know what he meant.

* * *

At the shipyard, they arrive just to find a big jet plane in green color scheme.

"Whoa!" gasped Ben in awe and Gwen smile as she cross her arms.

"Nice, huh? It was a standard Plumber-issue ship, but we made some improvements. This is known as **Rust Bucket III**." smile Kevin in the pilot seat as he talk through the Plumber's Badge. He open the hatch and Ben drive his car up in the hanger.

"Specs?" ask Ben.

"Supersonic in atmosphere, subspace hyperdrive for effective FTL, bonus gizmos Gwen & I've acquired here and there." explain Kevin

"Cool. This is going to be the coolest thing I ever crashed." exclaim Ben. Gwen look around in awe than saw the computer.

"We also have Extranet access, which we can use the Plumbers' Badge to gain access to all database on Earth, even secure ones." smile Gwen.

"Bor-ing. Make it go!" smile Ben. Kevin activate the Rust Bucket III and took off to the sky. Gwen check the infos about the alien sighting area.

"I found the source of the video. Security cameras in a top-secret NASA facility. I'm sending you the coordinates, handsome." smile Gwen.

"Got them. We'll be there in two minutes." said Kevin.

According to NASA database, they're building a Starship." said Gwen.

"About time! Earth tech is so primitive, I'm embarrassed to tell my friends I'm from here." scoff Kevin as he press the button above him. Than three red dots appear on radar, heading toward them.

"Trouble. We're flying into the restricted airspace." said Kevin. Three jet planes appear and Kevin grab the steering wheel. The jet planes start firing missiles and Kevin quickly evade it but one missile struck the ship. "This is a brand-new paint job!" growl Kevin as he fly overhead and press the button, revealing a turret from the bottom and fire an energy beam, slicing the plane in half. The pilot ejected before the jet plane exploded.

"Kevin! Those guys are on our side! You can't shoot at them!" shout Gwen.

"No harm done. He ejected, and his parachute is only a little...on fire." chuckle Kevin nervously. And he's right, the pilot's parachute was on fire, causing him to descend faster.

"Open it!" order Ben. Kevin open the hatch under Ben and he fall down. Gwen jump down and follow Ben. Both of them activate their Ultimatrix/Megatrix and release a bright light.

"**Jetray! / Raptor!**" shout the aliens. Raptor place her arms down and dive down faster with Jetray. The jet planes, believe they are trying to kill the pilot, open fire at them. Jetray withstand the hit and disappear in the instant.

"I lost him!" said pilot #1.

"I can't see- There he is!" exclaim pilot #2 as he saw Jetray but before they react, Jetray fire nauroshock blast from his eyes and took out their guns. Raptor use her telekinesis and caught the pilot, saving him from his death. As she place him down & Jetray arrive, the soldiers surrounded them.

"Um...Take me to your leader?" joked Jetray while Raptor facepalmed.

"If you're as much as a twitch, you're going down!" growl soldier #1.

"Whoa whoa whoa! Easy guys!" Jetray morph back into Ben. "I'm Ben Tennyson, the superhero. You have heard of me, right?" ask Ben while Raptor quickly fly away.

* * *

In the military base's cell room, Ben walk up and grab the bars of his cell.

"I think I'm suppose to have a phone call! My wife might be worry sick!" shout Ben. Before he decide to break the cell with his manas, the General, with Kevin & Gwen, enter the room.

"Let him out." order the General. The guard nodded and unlock the cell. Ben step out and look at his rival and cousin.

"How did-"

"We show them this." Gwen hold up her Plumber's Badge.

"Even though the Plumbers are secret, every government on Earth recognized your authority in these matter." explain the General.

"Turns out NASA has a problem." said Kevin.

"A problem I understand is right up your alley." The General took the heroes to the NASA facility and explain the situation by first showing them the Starship.

"It's called the Orion. It's capable of traveling at 15% of the speed of light." said the General.

"*whistles* How?" ask Kevin.

"Nuclear pulse drive. Once clear of the Earth, a series of atomic bombs explode, propelling it through space." answer the General.

"Whoa." said Ben.

"We've been building her for over 50 years. But now, only months from completion, a series of robberies has practically shut us down." said the General.

"Robberies?" ask Gwen.

"A creature comes in here every night and steals pieces of the ship. Nothing we've tried can stop it. I'm hoping maybe you people will have more luck." said the General.

* * *

At the ocean, the water start bubbling rapidly and emerge a large humanoid alien made completely of water and have two green eyes. It has a woman-like body and it walk toward the hanger. The wall exploded by the creature's punch. Ben, Gwen & Kevin heard it and Ben jump down, creating a mana bridge that will lead them down to the floor. Kevin followed Ben while Gwen activate the Ultimatrix but it start flashing yellow.

"UNCATALOGGED DNA SAMPLE DETECTED. FUNCTION NOT AVAILABLE. PLEASE STAND BY." said the AI. Gwen can't believe what she's hearing and press the core twice. The AI repeat the message and Gwen gritted her teeth.

The water creatures carry a spherical object out until Kevin & Ben arrive.

"We can't let you leave unless you show us the receipt." grin Kevin. He absorb the concrete from the floor and charge toward the creatures. Ben quickly grab and pull the object away from the creature's hands. Kevin morph his fist into spiked mace and smack it against the creature's face but it went through it and it reformed its head. Kevin swing his mace again and went through its belly. The lower body reconnect itself on its upper body.

"Grrrr." hiss the creature. Ben fire a mana bolts at them but it open its body and the bolt went through it. Kevin & Ben become wide-eyed. It thrust its hand-like tentacles and blast the duo with a blast of water, sending them up and come crashing down on the boxes. Both of them were unconscious and the creature ready her claws to kill them.

"Hey! Over here!" shout Gwen as she swing down from the ledge and throw a double kicks at it but she got trapped inside its water-like body. She start gagging and drowning until the creature spit her out.

"Ugh... That work a lot better in my head." moan Gwen in disgust. The creature snarl as it walk toward Gwen. She struggle to activate the Ultimatrix but the AI repeated the same message. "I don't suppose you want to talk about this?" ask Gwen. The creature turn its liquid leg into solid matter and land a powerful kick at Gwen, knocking her back. It turn around and head for the object it was stealing. It pick it up but then it got bathed by a yellow light, scanning it.

"UNKNOWN DNA SAMPLE ACQUIRED. SCAN COMPLETE!" beeped the AI and the Ultimatrix core return to its original place.

"What did you do?" hiss the water creature in a female tone.

"Oh, _now _you want to talk." grin Gwen as she slam the Ultimatrix core and release a bright light.

The green sphere travel her bloodstream as she become a green-highlight silhouette. Her cells start pulsing as she merged with an alien DNA. Her body turn X-rayed and her skeleton start pulsing rapidly then release a bright green light.

"**Needle Mouse!** Wasn't even sure I still had this one." said Needle Mouse. The creature thrust her arm and fire a blast of water but Needle Mouse jump up and spin dash through her chest. It made a hole and she growl as she turn around to see Needle Mouse curl up into a spin ball and start accelerating her rotation. She spin dash toward the creature and ram through her head, disbursting her into a puddle of water. She uncurl herself and land on her feet. "Eat that!" chuckle Needle Mouse.

The puddle of water start gathering in one spot than morph back into the creature. She try to attack but Needle Mouse land a barrage of spin dash, weakening her. Before Needle Mouse move in to attack again, the creature thrust her hands down and unleash a huge wave of raging water, splashing and ramming Needle Mouse against the fuse boxes. The water cause the fuse boxes to short circuited and electrocuted Needle Mouse.

"GAAAAHH!' scream Needle Mouse than she collapsed and fell unconscious. The creature pick up the object and ran off.

* * *

As Gwen slowly wake up, the first thing she saw was Kevin, Ben & the General.

"Gwen are you okay?" ask Kevin.

"Ugh..." groan Gwen as she stood upright.

"We've got a big problem. The first few times that thing came in here, it stole shielding, a control system, timing sequencers." explain the General.

"But this time?" ask Ben.

"This time she took the engine."

"And by engine, you mean..." Gwen ask.

"A nuclear bomb. Yes." nodded the General.

Back at the Rust Bucket III, they begin to search for the creature's whereabout.

"Man, I should've use **Feed Back**, **Shocksquatch** or **Buzz Shock** to take that thing down." grumble Ben as he fiddle around with the Megatrix. "Come on, guys, anything? You've been at this for-"

"15 minutes. And, yeah, we found the bomb. It looks like it's underwater." answer Kevin.

"Good, this is the chance to test out my new alien." grin Ben. They walk to the beach and Ben activate the Megatrix and slam the core down.

His body turn green-like dinosaur skin, his hands become three large claws with fins on both side of his arms. His legs turn into flippers and grew a tail. He grew larger, gain dorsal fin, grew two large tusks on both side of his jaws and grew gills on his neck. He now have green eyes and wore the Megatrix symbol on his forehead. He now become as the same size as Crabdozer.

"**Megashark!**" boomed the new alien.

"And how does _he _gonna get usthere?" ask Kevin.

"You two are small enough to fit in my mouth. I'll take us there in 2 minutes." explain Megashark.

"In your mouth?! Gross!" complain Gwen.

"Hey, I brush my teeth every morning and evening." growl Megashark. He open his mouth and Kevin & Gwen step in his mouth. Megashark carefully close his mouth and drive into the water. He swam underwater at incredible speed. He found a cave and swam inside. He emerge from the water and place his paws the surface. He open his mouth and the couple step out and Gwen throw up.

"Uhh... Ben, did you ate those Chili Fries?" ask Gwen.

"Heh heh, sorry." chuckle Megashark as he morph back into Ben. They travel through the tunnel and found the creature wearing a electric-proof glove to wield the cutting torch and start connecting the engine to the yellow ship.

"Now I get it. She's doing the same thing _you_ always do, Kevin." said Ben.

"Stealing?" ask Kevin which Gwen made a soft giggle and Ben make a fake laugh. They move in closer.

"I think she's just trying to fix up her ship. Am I right?" ask Ben to the creature. She stop what she's doing and glance her eyes at Ben.

"You are correct. Now leave me be. I want to go home and I am two minutes from launch." scoff the creature as she resume work.

"If you launch your ship, the explosion will destroy all of Central Florida." warn Gwen.

"I'm not sure I see your point." said the creature.

"Killing a couple of million people isn't cool." said Kevin.

"We can't let you do it." frown Ben.

"Also, there's some good theme parks here." smile Kevin and Ben & Gwen look at him annoyed.

"You would stand in my way?" growl the creature as she turn on the torch and toss it at the trio. Gwen jump away while Ben create a mana barrier and the cutting torch got stuck as it try to burn through.

"That cable's live. If I drop the shield, it'll fry us." exclaim Ben.

Gwen activate the Ultimatrix and slap the core down. She release a green light and emerge as...

"**Frostblight!**" shout Frostblight and plan to grab the cable.

"Don't touch it!" warn Kevin.

"Stop the water fountain. Kev & I will think of something." said Ben.

"Yeah right." scoff Kevin.

"Time to cool you down." frown Frostblight as she pass her hands from left to right, creating a sky-blue lining, than she thrust her hand and unleash a barrage of ice shards. The creature evade and blast Frostblight with a water cannon. She quickly recover and skid on her feet.

"There is nothing you can do to stop me." growl the creature as she head back to her ship.

"Maybe not me... But my new Ultimatrix comes with some new features. There's a time to go hero, and there's a time to go ULTIMATE!" shout Frostblight as she slam the Ultimatrix symbol. Four spikes pop out and release a green energy across her body. Her outfit changed into red colored ballerina outfit, her hair turn ice-white, her skin turn ice blue. Her pixies wings become slightly larger and wore the evolved Ultimatrix beneath her breast.

"**Ultimate Frostblight!**" shout U. Frostblight. The creature got wide-eyed and quickly thrust her hand & fire a water cannon. U. Frostblight just grin and flick her finger at the water blast, turning the water into ice than she shatter it by closing her fist, open them and thrust her hand forward. The shattered ice form into four large ice pillars and charge toward the creature. She quickly jump away but the cold blast knock her against the cable, electricuting her and she fell on the ground, splashing into a puddle of water than stood up in her solid form. Ben remove the shield and U. Frostblight walk toward the creature.

"Give up?" ask U. Frostblight.

"Why should I?" ask the creature as she raise her hand to attack but U. Frostblight breathe powerful ice vapor and turn her whole body except her head into ice.

"The bomb!" gasped Gwen.

"Got it!" said Kevin as he disconnect the cables. "10 seconds to spare."

"Way to go!" smile U. Frostblight as she morph back into Frostblight than into Gwen. She look at the creature.

"Time for you to start talking. Let's start with a name." said Gwen.

"I am **Abyss**. I came from a small water planet in what you call the Andromeda Galaxy." answer Abyss.

"Long way from home. What brings you here?" ask Kevin.

"I was kidnapped, along with four others, by a monster named **V****engeance**. We manage to escape her but crashed here on your planet." explain Abyss.

"Where are the others?" ask Gwen.

"I don't know. We were separated." answer Abyss.

"Four aliens that aren't in the Ultimatrix. That's pretty cool." smile Gwen.

"I'm sure I have her form in my Megatrix. I'll check it later. Don't worry about your friends. We'll find them and get them all a ride back home." said Ben.

"And...what about me?" ask Abyss.

"Same deal. I'll call the Plumbers. They'll take you." answer Gwen. Kevin, who absorb the metal and pull the engine off the slot. "We'll make sure the bomb gets back to NASA."

"Not that we don't trust you but we don't." frown Kevin.

* * *

Later in the night, Abyss heard someone coming.

"Hello? Are you the Plumbers? Ben said you'd be here quickly, but I didn't think..." before Abyss continue, she caught a good look at the mysterious figure. She got wide-eyed in horror. "Vengeance!" gasped Abyss.

"No one escape me, Abyss." hiss the mysterious woman. She walk toward Abyss and an electricity cackle was heard.

"GYYYYAAAHHH!" scream Abyss.

* * *

**Axle- So far so good.**

**Ben- It's been a year and already I'm a father.**

**Looma- Who want to see Jen?**

***Looma show everyone her baby Jen***

**All the girls- AWWWW SHE'S ADORABLE!**

**Axle- Leave some reviews.**


	31. Duped

**Chapter 31: Duped**

**Axle- Next chapter in! Enjoy!**

**Looma- If you guys got new alien ideas, please share them.**

**Ben- Yep. Thanks to three reviews, we created Raptor, Fire Fox and Typhoon.**

**Disclaimer: I don't own any Ben 10 characters.**

* * *

At the museum, a large Forever Knight plasma tank roll up from the street and into the front yard of the museum.

"Right then. We go in fast, grab what we came for, and get out." said Forever Knight #1.

"Charging the cannon now." nodded Forever Knight #2. They aim the tank cannon at the door. "This will rip that door open like it was made of tissue paper." Suddenly the tank's turret got ripped off. Standing on top of them was a Appoplexian.

"LET ME TELL YOU SOMETHING, FOREVER KNIGHTS! NOBODY'S RIPPING NOTHING OPEN EXCEPT **RATH**!" shout Rath. One of the Knights took out a laser pistol and blast Rath's face but he hardly flinch. "THAT'S YOUR FIRST MISTAKE! WHEN YOU SHOOT RATH, IT JUST MAKE RATH MAD!" growl Rath but then his cellphone start ringing. He pick up his phone and answer.

"Hellooo?" answer Rath quietly.

"_Benjamin! Where are you? Julie is in the middle of her set!_" answer Looma.

"Let me tell you something, Princess Looma Red Wind. I was on my way there when I saw this tank pull up to the museum and I decide to destroy it." explain Rath softly.

"_Okay, hurry up and beat that- HEY!_" yelp Looma.

"_Listen to me, Ben! I don't care what are you doing or anything, just GET HERE!_ *click*" snapped Gwen than she hung up.

"That was harsh. NOW WHERE WERE WE?!" ask Rath as he glare at the Knights but they're gone. "Huh?" Rath look around and found the Knights, running away. Rath lost his temper and start throwing the tank, piece by piece. As he walk away, he notice two middle-aged men sitting on the bench, feeding the pigeons.

"What!? It's already busted!" scoff Rath as he walk away.

* * *

At the stadium, Julie is going great on her first professional tournament. On the audience seats are Kevin, Gwen, Cooper, Looma and Baby Jen. Looma is saving a seat for Ben. Than a shadow figure emerge from the empty seat and materialized into **Nightmare** than he morph back into Ben.

"What did I miss, babe?" ask Ben as he kiss Looma's cheek.

"Nothing much, at least you're here to see the rest." smile Looma. Ben grab Jen and hold her in his arms.

* * *

Meanwhile, inside the throne room of the Forever Knights' castle.

"Explain yourselves." ask **King Urien**.

"We attempted to show initiative, King Urien." explain Forever Knight #1 as he and his partner kneel before him.

"And by doing so, you revealed our intentions to our enemies... And lost our sole remaining plasma-beam tank." grunt King Urien.

"We didn't _lose_ it, Sire. It's right outside the museum. Ben Tennyson tore it into tiny pieces, but..." Forever Knight #1 facepalmed in disgrace.

"We know exactly where." said Forever Knight #2 than he notice King Urien raise his eyebrow. "Heh heh. Actually, it is almost funny when you think about it." chuckle Knight #2 nervously. King Urien lift his right forearm.

"Do you know what _else_ amuses?" ask King Urien. He extended his hand forward and blast the Forever Knight #2 with a discharge of electrical bolt, knocking him backward and lie motionless.

"I can see that if I ever to restore the honor of this pathetic organization, it will require a more hands-on approach." said King Urien.

* * *

After the first half, everyone went to Julie as she headed for the locker room.

"Way to go, Julie." smile Cooper.

"Thanks Cooper." smile Julie. "Hey Ben. You arrive in a nick of time."

"Sorry I was late. Now rest up because you have one more match than we'll go celebrate by going to the movie theater and watch..." Both Ben & Looma throw their fist up as they shout in unison.

"SUMO SLAMMER THE LIVE-ACTION MOVIE IN 3D!" cheered Ben & Looma. Jen laugh as she clap her hands. Julie smile and head for the locker room to freshen up. Kevin turn to Ben.

"So what was this tank problem?" ask Kevin.

"Some Forever Knights are trying to break into the museum. I don't know why." shrugged Ben.

"Forever Knights? Than I should investigate." said Kevin.

"I'll go with you. Ben, stay here and support Julie." order Gwen.

"Sure. Take care of yourself." smile Ben as he and the others head back to their seats.

"Let's go." said Kevin as he and Gwen left.

* * *

In the sewer, King Urien and two Forever Knights travel through the tunnel. One of them is holding a small device. They stop in front of the wall. The Knight gave King Urien the device and he plant it on the wall. He place his hand on the button, press it and turn it clockwise. They step back as the device start beeping and its beeping accelerate within seconds. It release a spark of lightning than start spinning, unleash yellow energy saw and burrow through the wall. King Urien step in the new tunnel.

"Onward, my Knights." order King Urien. "This time, nothing will stop us from gaining power beyond all reckoning." grin King Urien.

* * *

Gwen & Kevin arrive at the front yard of the museum.

"Whatever the Knights wanted, Ben kept them from getting it. I say we stake out the museum and wait till they try- What? Do I have corn dog on my face?" ask Kevin as he notice Gwen is staring at him.

"Nope. Mind if I sit on your lap?" ask Gwen with cute smile.

"No, this is not the time to be flirting, Gwen." frown Kevin.

"Pleeeease?" begged Gwen with her best puppy face.

"Okay." chuckle Kevin as he gave in. Gwen unbuckle her seat belt and move to Kevin's seat & sat on his laps. She wrap her arms around Kevin's neck and gaze at Kevin's eyes.

"Kiss me." smile Gwen. Kevin remember that and play along.

"Okay." he gave her a peck on the cheek.

"No! Kiss me!" grin Gwen. Kevin chuckle as they plant a deep passion kiss.

* * *

The device continue to drill through the ground as King Urien and the Forever Knights travel through the tunnel with their flashlight.

"Sire, um, I'm not certain I know how to read these blueprints." said Forever Knights #3.

"I have little patience for failure, Knight. Plant the device." order King Urien.

* * *

Gwen & Kevin continue cuddling in the Rust Bucket II as Gwen start kissing on Kevin's neck while Kevin stroke her hair. Gwen broke the kiss, remove her glasses and resume kissing him. Kevin decide to give Gwen a French kiss and when he did, Gwen moan as she kiss back. Suddenly they heard an explosion and the ground rumble. They quickly get out of the car and look around.

"What was that? Deterion energy mine?" ask Gwen.

"Yep." nodded Kevin.

"How bad?" ask Gwen.

"Major dangerous. They can burn a hole through 10 feet of solid- It must be the Knights. We better suit up." suggest Kevin as he absorb the metal from the manhole lid and Gwen activate the Ultimatrix and slam the core down, morphing into...

"**Unitaur!** Can you tell which way they're coming from?" ask Unitaur. Suddenly the ground start cracking.

"Yes." answer Kevin.

"Aaaaaahh!" scream Kevin & Unitaur as they fell down,

The Forever Knights and King Urien heard the cracking noise and turn around, The ceiling collapsed and Unitaur & Kevin fell on the floor.

"Who dares intrude?!" growl King Urien.

"It's Gwen Tennyson, the Alien Changeling, and her lackey!" exclaim Knight #1.

"Oh now I'm a lackey?!" snapped Kevin.

"Now you hurt his feeling!" growl Unitaur.

"Destroy them!" shout King Urien and the Knights open fire while he ran ahead. Unitaur pull out her horn, turn it into a lance and start spinning it. She deflected the lasers than she slam her front hoofs and cause a tremor that force the Knights to drop on their knees. Then she grab Kevin and throw him. He land two punches that knock them out cold.

"Let's go, sweet angel." smile Kevin.

"I love it when you call me that. Makes me melt like butter." sigh Unitaur as she gallop ahead with Kevin riding on her back.

King Urien walk out the hole, which was blown by the explosion earlier, and head toward the wall that have some strange figure on it and in front of it is where the red jewel was placed in the glass case. King Urien smash it and snatch the jewel off.

"It's mine. After all this time, it's mine." grin King Urien.

"Hey! Didn't your mother told you it's not okay to steal?" ask Unitaur as the duo arrive. King Urien quickly place the jewel on the skull that have one jewel on its left eye. Once insert to its right eye, the jewels start glowing brightly and the figure stretch its stone arms out and grab King Urien. It lift him up than several metal tentacles lash out and stab him, constructing a huge battle armor around his body. He stood firmly in front of Unitaur and Kevin as they become wide-eyed.

"This is Toltech battle armor. A little parting gift left with the ancient Aztecs by a race if aliens." grin King Urien. He charge ahead and smack Unitaur away. Kevin fell off and land on the floor. The blow was too much that Unitaur morphs back into Gwen.

"Gwen, are you alright?" ask Kevin.

"I let my guard down." groan Gwen. Kevin absorb the metal from the golden idol and face King Urien.

"Okay, Tin Man, it's you and me." Kevin growl as he run toward King Urien and start attacking him while trying to avoid his punches. Gwen stood up on her feet than she got knock down by Kevin, who lost his metal skin when King Urien land a powerful punch that send him flying. The duo quickly get up and run for the exit. They ran out and continue running as King Urien smash his way out.

"I wish I have an alien form that stop that armor- Wait, I do have one!" Gwen quickly activate the Ultimatrix, select the hologram and press the core down. She release a bright light and morph into...

"**Lodestar!**" shout the Biosavortian. King Urien swing his arm down on Lodestar but it stop with a jolt. Lodestar use her magnetkinesis to bind King Urien down with one pincer.

"I can't move! What black magic is this?" exclaim King Urien.

"No magic. Just my natural magnetism." smirk Lodestar as she extended her other pincer, emanating another magnatic pulse at his armor. "Which isn't to say _you're_ not every bit as attractive." joked Lodestar and King Urien's armor emanated red aura, causing all the objects with metal to fling toward him. They struck him with enough force to make him stagger a bit. Than the Rust Bucket II got pull in and ram King Urien into the ground.

"Ahh!" grunt King Urien.

"No. Not you too, Gwen. Ugh." Kevin fainted as he couldn't believe his own _girlfriend_ slam his car at King Urien. King Urien stood up on his feet again but become stuck by Lodestar's magnetkinesis. She place her pincer on her left pincer, increasing her power that cause the armor to start falling apart by powerful vibration.

"N-o-o-o-o-o-o!" scream King Urien. The armor got completely ripped open and King Urien fall on the ground. He look at Lodestar and she lower her pincer. He look up and gasped as the debris crash on him, knocking him out cold. Lodestar walk toward King Urien and morph back into Gwen.

"Rest in pieces. Hey Kevin. Ben was totally right about the smack-talking." smile Gwen.

* * *

As they arrive back to the tournament, Julie have won in first place. When Julie ask where they should celebrate, Cooper made a suggestion.

"How about we go over to Mr. Smoothy and I buy us some lunch?" ask Cooper.

"Great idea!" smile Julie as she blush a bit.

"Than we go watch the..."

"SUMO SLAMMER THE LIVE ACTION MOVIE IN 3D!" cheered Ben & Looma as they thrust their fist up.

"Great, now we have _two_ crazy Sumo Slammer fans." moan Gwen.

"Okay, let's go cause I'm hungry. And Gwen?" Kevin look at Gwen with a serious look.

"Yes, handsome?" ask Gwen.

"You're not sitting nor come 10 feet near my car until you promise to not use her as a weapon or projectile!" growl Kevin and Ben look at Gwen with a surprised look.

"You wreck his car?!" ask Ben.

"It was an accident. X3" chimed Gwen.

* * *

**Axle- Two down, who knows how many more to go.**

**Ben- I wish we have more reviews from the viewers.**

**Gwen- Well I enjoy Lydiathetigeropean's reviews.**


	32. Hit'em Where They Live

**Chapter 32: Hit'em Where They Live**

**Axle- Watch out guys. Your old foes are after your parents.**

**Kevin- If they mess with my parents, I kill them!**

**Disclaimer: I don't own any Ben 10 characters.**

* * *

In the middle of railroad, where the train travel across the forest, a bat-like alien crash against the passenger cart and she stood up as she look up.

"Hey, **Rojo!** That was a dump idea to rob a train when we were onboard!" shout **Kung Fang**. Rojo and her gangs **(I think their names are Amarillo & Azul. :\)** ride on their hovercraft and Rojo start spinning her chain. Kung Fang start throwing shurikens but she missed and Rojo lasso Kung Fang's arm and drag her.

"Ow! Ow! Ow! Ow! Ow!" groan Kung Fang than Kevin, who absorb the metal alloy and morph his hand into a double-bladed axe, slice the chain off. She quickly start flapping her wings to stop her fall than Ben create a mana shield and she crash on it face first. "Ow!" moan Kung Fang.

"No thanks necessary." smirk Ben.

"Too bad because I'm gonna break your hand if you do that again!" growl Kung Fang. Two goons charge toward them with their chain attached to each other's hovercraft. Ben stand in front and grab the chain, increase the strength of his footing and cause them to smash each other and destroy their vehicles. They recover and pull out their guns to shoot Ben but Kung Fang slice the first goon's gun in half with her dagger and Kevin crash the second's gun with his hand.

"This is the part where you give up." said Kevin.

"Next time, losers!" grin Rojo as she attempt to retreat.

"Ain't gonna be no next time, Rojo! AHHHH!" scream Kung Fang as she release an ultrasonic wave at Rojo, causing her vehicle to exploded and land face first on the train with her goons.

"Nice shot." said Ben.

"Thank you." smirk Kung Fang as she morph back into Gwen when the train reach its station, where the reporters and their fans are waiting.

"All's well that ends well." smile Gwen as Kevin dissolve his metal skin.

"Anyway, this is our stop." said Ben. "Our adoring public awaits."

Suddenly they felt a powerful gust of wind and the trio turn around just to see the Rust Bucket III landed in the train yard.

"Oh, not now." moan Ben.

* * *

"What was so important it couldn't wait until _after_ our interview?" ask Gwen.

"Your new found fame is the problem." said Grandpa Max, whose arm was wounded.

"How?" ask Ben.

"Ever since the world found out about your powers, a lot of your old enemies have come crawling out of the woodwork, hoping to get revenge by hurting those close to you." explain Max.

"Like who? I haven't seen anyone." said Ben.

"And I was hoping to keep it that way. So far, I've been able to deal with them without your folks knowing what's going on. But now, well, I can't do this alone anymore." sigh Max.

"You should never have been alone, Grandpa. You should have let us help." said Gwen.

"All you had to do was tell us." add Ben.

"You kids have enough to worry about." said Max.

"This isn't right. There's supposed to be rules. Family is off-limits." said Gwen with worry.

"If that's how they want to play it, fine. One of those creeps comes after our families, we put them down. Permanently." scowl Kevin.

"Meaning what?" ask Gwen with a frown.

"You know exactly what I mean." answer Kevin.

"At first, I thought the attacks were random, but I was wrong. They're organized." said Max.

"Organized? By who?" wonder Ben.

* * *

Somewhere in the abandon amusement park.

"He said he was gonna be here." said **Vulkanus**.

"Well, he's not." scoff **Hex**.

"I don't know about you two, but I don't wait around for anybody." frown **Sunny** **Tennyson** in her Anodite form. Than a creepy clown carrying a shovel appear behind her and Sunny got spooked and turn around.

"**Zombozo.**" gasped Sunny.

"My apologies, Sunny. I'm usually quite punctual, but I got a bit caught up in my work. Good help is so hard to find." said Zombozo in a deep creepy voice as he toss the shovel away and dust his hands. "Particularly if you carefully bury the remains."

"Yeah, yeah, we get it. You're creepy and hasn't gotten your people any closer to Tennyson's family." grunt Vulkanus.

"True, and that's why I asked _you_ here. I'm taking matters into my own hands. I need the best at my back, and that's you _three_." answer Zombozo.

"So, what do we do now? Every time anybody attacks my pathetic cousins' home, they're beaten." ask Sunny.

"Than the answer is simple. We don't attack them at home. We wait until they're not expecting us." answer Hex as he remove the flame from the candle and hold it in his hand.

"That's it exactly, Hex. Now we're finally thinking like a team. Ha ha ha ha!" Zombozo laugh evilly.

* * *

At Ben's parent's house, where he and Looma are visiting. Ben enter the room and found his mom doing yoga on the excercise ball.

"Everything okay?" ask Ben.

"My body and spirit are in total balance, son." answer Sarah than she slip off the ball. "Well, my spirit is in total balance. Why do you keep asking me if I'm okay? Is everything okay with you?" ask Sarah.

"Me? Uh, sure. It's just... I, uh- I hear there's this nasty, uh, uh, flu going around and..." as Ben try to cover up, he heard an engine turn over. His father drove his van out and head off somewhere.

"Hey, where's Dad going?" ask Ben.

"Uh, Carl is going to pick up a new glow lamp. Why?" ask Sarah.

"Does he really need to go?" ask Ben again.

"Unless you want the plants to die." shrugged Sarah as she head back in. Ben pull out his green cellphone and quickly dial the phone number.

* * *

Carl continue driving through the road until someone throws some jacks **(If that what they're called)** on the road and popped his van's front wheel. Carl almost lost control and manage to stop the car. He step out of the van and look at the flat tire.

"What next?" moan Carl as he place his hand on his face. He walk to the van's trunks to find the extra tire. In the woods, Zombozo, Hex, Sunny and Vulkanus appear and Zombozo gave an evil grin.

"See? What did I tell you? Pretty easy to take down now." grin Zombozo. "So, who wants first crack at him?"

"Only way to get to _him_, ugly, is by going through us." shout Ben, which surprised the evil team and turn around. With him are Gwen, Kevin and Looma in her true form.

"Nice entrance. Your exit's going to be even better." grin Zombozo as he pull out a green water tank with nozzle. He press the trigger as he laugh evilly and fire a burst of green acid. Kevin move away from the tree he lend against, which was tear apart by the acid. He move the spray at the foursome and Ben create a mana barrier to protect themselves.

"That's not seltzer." said Kevin. The spray die out and Zombozo start shaking it to pump it up.

"I've waited a long time for a rematch, Ben." smirk Sunny as Hex throw seeds at the ground.

"Careful what you wish for." warn Ben.

"_Vitalis Eruptum!_" shout Hex and the seeds open up and spread large powerful vines toward the foursome. It went under the barrier and grab Ben, causing the shield to drop.

"You're out of your league." said Vulkanus as he point his freeze gun at Gwen.

"Tell it to..." Gwen activate the Ultimatrix and slam the core down. She morph into...

"**...Swampfire!**" shout the Methanosian. Vulkanus fire his gun and Swampfire thrust her hand and fire a flamethrower-like blast. Both attacks collided but Swampfire's flames is too strong and went through it & blasted Vulkanus into the tree. Swampfire jump down and run toward Zombozo as he fire his acid spray. Kevin absorb the rock and charge ahead while Looma snapped the vines off Ben and he slam the Megatrix core. He release a bright light and morph into...

"**Spitter!**" shout the Spheroid. Kevin leap toward Hex and ram him with a shoulder charge. He slide across the ground and stop as he look at Hex. He stood up but was smacked by Looma. Zombozo dodge Swampfire's fireballs and spray his acid, snapping her arm off. She quickly regenerated a new arm, ready her fire-ball and throw it at Zombozo's acid spray, knocking it off his hand.

"Hey... That's not funny." complain Zombozo as he run to his weapon but Kevin block his path. He morph his hand into a hammer. Zombozo pull out a giant mallet from his jacket and hold it steady with both hands.

"Mine's bigger than yours." grin Zombozo.

"Hey, clown, laugh _this_ one off!" grin Kevin as he lift up his hammer and slam it against Zombozo's mallet, sending him flying while creating a shockwave. Vulkanus stood up but got tackled by Looma and crash against the ground, causing a quake. However, Carl did not notice the sound.

Hex fire an energy ray at Swampfire but she evade it and counter with her fire-ball. Hex evade it and gave a smirk as he slam his staff and cause the rocks to trap her inside. Swampfire release a bright light and emerge out of the rock as **Goop**. She jump toward Hex and splash him down. She than morph into **Frostblight** and frozen him solid.

Sunny battle Spitter using her powers but Spitter manage to withstand it and blast her with his acid goo. She crash against the rock and moan in pain. Zombozo stood up and put his hat on.

"That's it, gang. We're leaving." said Zombozo.

"Not before I put him down." growl Sunny as Vulkanus stood up. Frostblight, Kevin, Looma and Spitter stand side-by-side, ready to fight again.

"You'll get your chance, I promise." said Zombozo as he pull out a small balloon, which start expanding greatly than expolded into a burst of confetti. The explosion echo across the wood but Carl still didn't notice the sound. The foursome search around but they all gone, except Hex. Frostblight and Spitter morph back into Gwen and Ben.

"Gotta give him credit. He really improve his bag of tricks." said Gwen.

"We've fought him before? Really?" ask Ben in confusion.

"Yes, you used to be afraid of clowns. Remember?" ask Gwen. They met Zombozo before Ben left Earth. He perform a circus act to suck everyone's happiness away while his goons stole jewelry and stuffs. Only Gwen and Ben were unaffected since Gwen chase after Ben when he ran off in fear of Zombozo. Gwen defeated Zombozo's goons as **Upgrade** than Zombozo himself as **Ghost Freak**.

"Huh. Doesn't ring a bell. We fight a lot of people." shrugged Ben as his left eye start twitching.

"Scared of clowns? Priceless." chuckle Kevin.

"Right now I'm scared that Dad..." Ben ran ahead and check his father. He's alright and just finished changing tire and drove away in his van.

"Never even knew he was in danger." said Looma.

"And I'm going to keep it that way." frown Ben.

* * *

Back at the circus tent.

"So much for teamwork." said Vulkanus as he clean his armor.

"I could've finally finished Ben off, if you'd just let me." scoff Sunny. "I'm better off on my own."

"No, no, no. You're looking at this completely the wrong way." said Zombozo.

"Yeah?" Vulkanus jump back in his armor. "Well, how _should _we look at it?" ask Vulkanus.

"We learned a great deal from that battle. I finally know exactly how to put an end to Tennyson and Company." grin Zombozo as he pass his hand from the right side of his neck to his left, giving a 'you're-dead' gesture.

"We're listening, clown." frown Sunny. Zombozo pass his tongue across his lips.

"Have either of you ever heard the term 'Divide and Conquer'?" ask Zombozo than he start laughing like a crazy Joker laughter.

* * *

Looma & Sandra finished shopping and grab some smoothies as they head for the van. She carries Jen in the baby pouch on her chest.

"Not that I don't enjoy your company, Looma, but you really didn't have to come along with me." said Sandra.

"We don't spend nearly enough time, mother. I wouldn't miss this for the world." explain Looma.

"You have a warm spirit, Looma." smile Sandra as she open the car door. "Here, let me have those." she said as she grab two bags and place them in the van.

"I'll happily let you have it." said Sunny in her human form and have six stone creatures behind her. "Not what you meant, right?" ask Sunny as she powered the stone creature with her mana.

"Sunny?!" exclaim Sandra than the stone creatures charge toward them. Looma drop the smoothy and unstrap the baby pouch & give Jen to Sandra.

"Stay behind me, mother. I'll keep you safe." growl Looma.

"I'm the adult here. I should-" before Sandra protest, Looma remove her ID Mask and she transform into her true form. "...stay behind my super-strong alien daughter-in-law. Carry on!" smile Sandra as she hold Jen, who look at her mother charge toward the monster. Looma smash the first one by throw large rock she ripped from the ground than another. Than she grab one, lift him up and ram her knee against his back, breaking him into two.

"She's just one Tetramand girl! Can't you useless piles do _anything_ right?!" growl Sunny. Looma clap her four hands together, sending powerful shockwave and shatter two stone creatures.

"Nice try but rocks cannot beat brute strength, Anodite." grin Looma. Sunny charge up her mana and fire a powerful mana wave. Looma quickly grab the lid of the manhole and block it.

"Nice try! You got to do something better than- huh?" said Looma as someone grab her upper right shoulder.

"You really ought to watch where you're going, missy." grin Zombozo as he press his grip and Looma got electrocuted. She fell on the ground as she become numbed. "If they ain't careful, a person can get hurt." grin Zombozo as he hold up a device with shape edge emanating smoke. Looma look up and saw Zombozo took Jen off Sandra's arms. She try to stop him but he shove her off.

"Ugh..." moan Looma. Sunny ignore Looma as she want Ben, not her and join up with Vulkanus and Zombozo.

"Come on, we got a better hostage." smirk Zombozo. Jen start crying as she got scared of Zombozo's creepy appearance and Looma start panting as she struggle to stand up.

"J-Jen... Jennifer..." panted Looma as she reach out her hands and walk sluggishly. Than she collasped and lost consciousness.

* * *

"Jen got KIDNAPPED!?" exclaim Ben.

"I tried to stop them, Benjamin. I'm... I'm so sorry! I lost her!" cried Looma heavily as she bury her face on her first set of hands.

"Damn that Zombozo! I will kill him!" growl Ben.

"Hey cool down, Ben." said Kevin.

"It's not _your_ daughter they kidnapped!" snapped Ben.

"If it was, I wouldn't stand here shouting and making threats. I'd go get her back!" growl Kevin as he try to reason with Ben.

"Argh!" grunt Ben.

"We'll find her, Looma." said Gwen as she comfort Looma. She gave a sad nod.

"How? Tracking device, Ben's spell?" ask Kevin.

"She was taken by Zombozo." said Gwen as she think a bit than she grin. "So I know exactly where to look."

* * *

The trio arrive at the abandoned amusement park.

"Be careful. They've got to be expecting us." warn Ben in a serious tone.

"_If_ this is the right place. Just because he's a clown doesn't mean-" Before Kevin finish, Gwen notice a targeting light on his back and turn around. Suddenly the water guns start firing lasers at them. Gwen slam the Ultimatrix and morph into...

"**Enernite!**" shout the Anodite as she create a mana barrier to withstand the blasts than swing her arm and release a crescent mana blade, slicing all the turrets. She then morph back into Gwen.

"Okay." said Kevin.

"They know we're here." said Gwen.

"This is a maze. We should split up." suggest Ben. "We can cover more ground that way."

"Really? Split up so they can take us out one at the time? Great plan." said Gwen as she place her hands on her hips.

"Whoever finds them first calls the rest of us. No heroics." order Ben but his eyes are filled with anger and rage so Kevin know what's he thinking.

"Never crossed my mind." smirk Kevin. As they split up, Gwen grab Kevin's arm and he look at her.

"Kevin, we're here to rescue Ben's baby daughter, not take the law into our own hands." plead Gwen.

"I understand." nodded Kevin. Then they heard a baby crying. Ben was in front of the circus tent and barge inside.

"Jen!?" gasped Ben. Gwen arrive at the house of mirrors and walk through the hall as she search around.

"How is this supposed to be fun?" wonder Gwen. As she continue walking, Vulkanus silently sneak behind her.

* * *

Kevin continue walking around as he look around.

"Used to love carnival rides. Now they just make me sick." mutter Kevin.

"You have precisely the same effect on me." said a voice. Kevin got wide-eyed and turn around to find Sunny standing on the rollercoaster rail.

"Where's Ben's baby?" ask Kevin.

"Where's Ben?" ask Sunny.

"Probably busy kicking one of your buddies' butts." grin Kevin as he grab the pole and absorb its metal. Kind of like what I'm gonna do to you."

Sunny ready her mana as she gave a crazy grin. "Talk is cheap."

* * *

Ben continue search around the tent until a spotlight shine down on Zombozo.

"Ladies and Gentlemen and victims of all ages, welcome to the final act. I promise it'll be a killer. Ha ha ha ha! Ha ha ha ha!" laugh Zombozo.

* * *

Gwen continue walking around when Vulkanus appear behind her and ready his punch. Gwen look at the mirror and saw Vulkanus' reflection. She dodge roll forward and evade Vulkanus' punch.

"Shouldn't try to sneak up on someone in a hall of mirrors." said Gwen as she activate the Ultimatrix and press the core down.

The green sphere travel through her bloodstream as she become a green-highlight silhouette floating in mid-air. Her cells pulses as she merged with an alien DNA. She release a bright green light.

"**Hunter!**" shout the Sotoreggian as she ready to fight Vulkanus. "Where's my cousin's baby, Vulkanus?"

"Where you'll never find her." answer Vulkaus as he clap his hands hard and his pick-axe wielding minions burst out of the mirrors and walk toward her. "Assuming you even _live_ long enough to try."

* * *

Sunny start firing lightning bolt-like manas at Kevin but she missed.

"Not a very good shot." mock Kevin.

"Don't have to be." smile Sunny. Kevin heard the ground cracking and emerge few stone creatures. "I cheated."

* * *

Ben slam the Megatrix and morph into...

"**Joker!** Where is my daughter?!" snapped Joker in an insane tone.

"Oh. Like I'd just _tell_ you." laugh Zombozo. Joker's left eye start twitching in rage and dart toward Zombozo and land a powerful kick to the face. Zombozo got knock back but jump back on his feet. "Ho oh! Feisty, are you?"

"You were not much of a threat, clown!" growl Joker.

"That was then, boy, This is now." smirk Zombozo as he fire his fist at Joker, knocking him against the wall. Joker stood up and swing his arms, creating dark matter daggers and toss them at Zombozo but he easily kicked them away, stretch his arm, grab him and slam him against the ground. Joker then disappear in a puff of smoke. He reappear in the air and drop on Zombozo but he took up a small circular tube and pop out an explosion of confetti and green streamers that lasso Joker and he crash on the ground, forcing him to morph back into Ben.

* * *

The stone creature charge toward Kevin as he gave him a 'bring-it-on' hand gesture but a second stone creature tackle him and ram him against the control panel of a carnival ride. He push the lever all the way and the ride start rotating at super-fast speed.

"Get...off...me!" snapped Kevin as he land a blow than toss the creature away and throw two powerful punches at the second. They both crash against the buildings.

"Can't you clods do _anything _right?!" snarl Sunny.

"What's the problem? Can't you handle me yourself?" ask Kevin. Sunny's right eye start twitching and thrust her hands, firing multiple mana bolts. He start running to the out-of-control ride as he dodge the mana bolts. He skidded to halt in front of the ride and evade two mana bolts.

"Come on. Try harder." taunt Kevin. Sunny growl and fire a large mana bolt but she accidentally knock the cap off, letting the ride detached and start moving like a giant wheel. The stone creature stood up and look over his shoulder. He saw the 'deadly wheel of terror' and got squashed. Sunny gasped and failed to escape as the ride crash on the rail and she got buried in the debris.

"And Gwen says I never take her anywhere fun." said Kevin as he dissolve his metal skin.

* * *

"Argh! Grrrr!" growl Ben as he struggle to break free.

"Oh, Benny, Benny, Benny, Benny, you're wasting your strength. My streamers are like steel. So many ways to finish you. What to do? Ooh, what to do?" ask Zombozo.

* * *

Hunter start firing taser ray at all the minions but no matter how she try, they keep coming so she slap her Ultimatrix symbol and morph into...

"**Ultimate Frostblight!** You're tough with an army behind you, Vulkanus." U. Frostblight breathe powerful ice vapor and turn every last of the minions into ice. Now it's just you and me."

"Whoa! This wasn't my idea. If you want the baby back, I'll tell you where she is. Please don't hurt-"

"For once, just stop talking!" snapped U. Frostblight as she gave a glare and turn Vulkanus' body except his head into a block of ice.

"Okay." squeak Vulkanus. U. Frostblight morph back into **Frostblight** than into Gwen.

"Nice work. I took care of Sunny." smile Kevin.

"That means Ben's with..." gasped Gwen.

"Come on!" shout Kevin as they both run to find Ben.

* * *

"Still scared of me?" ask Zombozo.

"D-Do your worst." growl Ben as he sit upright.

"Not that I need your permission, but that's exactly what I had in mind." grin Zombozo. "See, this isn't just about beating you and your cousin. It's about making you all suffer." Zombozo grin evilly as he point his hand up and Ben look up. In the baby pouch dangling from the tightrope is Jen, who started crying again as the spotlight shine on her.

"Jen!" exclaim Ben in horror.

"Waaaahhh!" cried Jen as she shed tears. Suddenly the dynamite exploded and ignited the tightrope on fire.

"In two minutes, the rope will burn through." said Zombozo as he watch.

"Bwaaaaahh!' Jen cried louder this time.

"No... NO!" growl Ben as his eyes glowed sky-blue. Zombozo turn around and gasped as he saw Ben standing on his feet with the streamers snapped loose.

"How did you...?" gasped Zombozo.

"You have no idea who you're dealing with!" puffed Ben as he walk toward Zombozo.

"We've seen what you and your cousin can do." said Zombozo.

"Shut up! I want you to listen to me, then pass the word to every lowlife you know." growl Ben as Zombozo stumble back and the room become covered in blue light. "If you want to come after Gwen, Kevin, Looma or me, fine. That's the life we chose." Zombozo start whimpering as he cover his eyes in fear.

"I'm talking to you. Look at me!" growl Ben. When Zombozo look at Ben, he already transform into his Anodite form. "LOOK AT ME! AS OF RIGHT NOW, THE TENNYSON FAMILY IS OFF-LIMITS!" boomed Ben. Zombozo start whimpering as Ben start growing bigger.

"IF ANY OF YOU EVER ATTACKS ONE OF OUR LOVED ONES OR HURTS ONE OF OUR LOVED ONES OR EVEN _BUMPS_ INTO SOMEONE WE LOVE IN THE STREET, THIS IS WHAT AWAITS YOU! PREPARE TO DIE!" roar Ben as he's now 60-feet tall and ready his mana.

"*gasping* YAAAAAAAAGGGHHHH!" scream Zombozo.

* * *

"Who is the cutest princess here? Yes, you are! Yes you are!" smile Ben in his human form as he tickle Jen. She giggle and place her hands on Ben's face. Ben tickle her more and she laugh more.

Suddenly the crates exploded and enter Kevin & Gwen.

"Hey, guys." greet Ben as he gave Jen some apple juice and she start drinking happily.

"Ben? Jen?" exclaim Gwen. "Is she alright?" she ask as they run up to Ben.

"She's fine. The nightmare is over. Right, Jenny? Daddy just made the evil clown go bye-bye." Ben baby-talk to his daughter and she wave her left arm and legs around in joy.

"Where's Zombozo?" ask Kevin.

"You don't have to worry about him anymore. I gave him a lesson he will never forgets." smile Ben.

* * *

**Axle- 'Don't make me angry, you won't like me when I'm angry'. XD**

**Ben- What's so funny?!**

******Axle- Nothing!**

*******Ben transform into Rath***

******Rath- LET ME TELL YOU SOMETHING, AXLE THE HEDGEHOG, CREATOR OF THIS FANFIC! RATH IS GOING TO BEAT YOU UP!**

******Axle- HELP!**


	33. Video Game

**Chapter 33: Video Game**

**Axle- Does any of you play the Ben 10 video games?**

**Ben- Yeah, but they didn't put all of my alien form.**

**Gwen- That's because you have 72 aliens and they can't put all of them cause that'll cause the budget go through the roof.**

**Kevin- Lame.**

**Looma- Begin the chapter.**

**Disclaimer: I don't own any Ben 10 characters.**

* * *

Ben 14 stand his ground as the shadow tower over him. Before him is a cobra-humanoid alien named **Ssserpent**.

"Hiss. Who are you to challenge the might of Ssserpent?" ask Ssserpent.

"I'm a deputized agent of The Plumbers. You're breaking your parole." frown Ben.

And you think you possess the power to ssstop me?" smirk Ssserpent.

"Yep. Kinda do." smirk Ben as he slam the Megatrix core and release a bright yellow light.

Ben's physique start growing larger and his skin turn red. He grew a second pair of arms and a second pair of eyes under his main pair. He become muscular, gain stripes on his head, chin and on the border of his nose as well as growing two fangs on his lower jaw. He wore black tank top uniform with green stripe, black fingerless gloves and wore the Megatrix symbol on his yellow/black belt.

"**Tetra Arms!**" shout the Tetramand.

"You will be my evening snack." hiss Ssserpent as he thrust his snake head-like hand at Tetra Arms but he caught it with his lower left hand.

"Nope." grin Tetra Arms. Ssserpent thrust his other hand and Tetra Arms caught it with his lower right hand. "Strike two." joked Tetra Arms. Ssserpent try to break free but to no avail as he doesn't possesses the strength equal to a Tetramand.

"We appear to be at sssomething of a ssstand off." said Ssserpent.

"I don't really 'sssee' it that way." smirk Tetra Arms as he use his upper arms to grab two parked cars and slam them against Ssserpent.

"I'd like to go home now... Please-se-se?" ask Ssserpent in a raspy voice. Tetra Arms morph back into Ben than a helicopter land near him. Stepping out of the helicopter is a well-dressed man with purple sunglasses, gold collar, earring on his ears and long black hair. He took off his sunglasses and smile.

"Ben Tennyson. What a marvelous fight. You're even more impressive in person." smile the man as he walk toward Ben and he step back as he doesn't know who he is. "I'm Oliver, world-famous Video-game Producer, and I want to be in business with you, Ben 14. We're going to make you and your cousin, Gwen 10, the stars of your own video game." smile Oliver.

"I'm not interested but I bet Gwen does." grin Ben.

* * *

At Mr. Smoothy's, the Rust Bucket II steer wildly and parked in front of the restaurant. Looma (Human) and Kevin step out of the car. Kevin slam the door shut and Looma slam the door even harder than Kevin. She walk to the door as Ben & Gwen step outside.

"You are unbelievable!" yell Looma.

"You'll never guess what Ben told me!" smile Gwen while Ben notice his wife is upset.

"What? I try to teach you to drive, and now _I'm_ the bad guy?" ask Kevin with one eyebrow up.

"You are the WORST teacher ever!" growl Looma.

"If you want to be mad at me, fine, but don't take it out on the car." snarl Kevin.

"Okay, Ben told me he was fighting Ssserpent and after he defeated him-" Gwen try to tell them about the great news but Kevin continue arguing.

"Look, _Princess_, you have to treat a car like you treat a woman." said Kevin. Gwen and Ben got wide-eyed and gave an awkward expression while Looma cross her arms and raise one eyebrow.

"Go on." said Looma.

"No. I sense I've made a mistake of some kind." said Kevin as he notice that last dialogue was strange and very wrong.

"I'm going to be in a video-game! The 'Gwen 10' Video-game!" squeal Gwen as she wave her hands in the air but Ben was worried about Looma, since he know she is a space warrior princess and is known to be very aggressive.

"You never stop criticizing and doing that breathing thing." sneer Looma as she glare at Kevin.

"I'm _breathing_ wrong?" ask the confused Kevin as he doesn't understand what she's talking about.

"Ugh, you know what I mean-t-that thing where it sounds like you're breathing, but it really means that I disappointed you somehow." grunt Looma. Kevin sigh and Looma start shaking her fists and close her eyes as she grit her teeth hard. "CUT IT OUT!" shout Looma as she storm off.

"Oh, come on, Looma. Don't be such a whining princess." scoff Kevin.

"As if anyone could be unhappy on the day I get my own video game." smile Gwen and Ben walk up to her.

"Looma, calm down." said Ben as he hold her shoulders with his hands. Than Kevin start shooting spit wads at Looma and she turn around and got spit wads on her face. She wipe it off and growl.

"Are those spit wads?" ask Looma.

"To be fair, spit wads wash out. That gigantic dent you put in my front bumper-"

"Okay. Time-out." shout Ben as he step in between them. "I've got an idea. I've got my license. I'll teach her." smile Ben.

"That's a bad idea." said Kevin.

"Than it's settled." smile Ben.

"You'll take me driving, Benjamin?" ask Looma and Ben nodded. They hold hands and walk to Ben's DX Mark 10.

"Good! While you guys go test driving, I'll go get scanned for my video-game." smile Gwen.

"What video game?" ask Kevin.

* * *

In the room where they scanned the person's movement for the video-games or movies. **(I don't know what's it called.)**

"Okay, Gwen Tennyson. Are you ready for your close-up?" ask Oliver with Kevin watching. Gwen step out wearing a blue suit with white orbs attached to it.

"Sure." said Gwen. "What kind of game is it going to be? Platform, Handheld, or P.C.? FPS? RPG? No wait- an MMO?" ask Gwen in excitement.

"She's so cute when she's excited but more cuter if she's feisty." smile Kevin.

"Before we can make any kind of game, we have to scan your movements into the computer. The suit you're wearing will help us with that." explain Oliver.

"So whatever I do will be in the game?" ask Gwen.

"Whatever all of your transformations do." smile Oliver.

"Then what are we waiting for?" Gwen activate her Ultimatrix, the hologram of a dinosaur appear and she slam the core down. She morph into...

"**Titanosaurus!**" boomed the Vaxasaurian, who still wear the special suit but her Ultimatrix symbol is still on her chest. The scanners activate and Titanosaurus start performing different punches, kicks, combos and throwing.

"You know, I have one cool move but it might damage the room so I'll perform it without hitting the floor. Hi-ya!" Titanosaurus swing her arms down but stop at 2 inches from the floor.

"That is good. We want to be as realistic as we can make it." smile Oliver.

"Nice form, Gwen. Keep posing." grin Kevin and Titanosaurus start blushing as she continue performing her attacks than one of the orbs fell off.

"Uh... One of my balls fell off." said Titanosaurus as she point at the spot the orb was attached to.

"That's okay. Try another transformation." said Oliver. Titanosaurus press the Ultimatrix core and morph into...

"**Ghost Freak!**" shout the Ectonurite.

"A ghost form? I dunno." said Kevin.

"Gwen, the transformation might include invisibility, so we can't get a decent scan." said Oliver as he shook his head.

"Oh. Okay. Um...how about..." Ghost Freak press the Ultimatrix symbol and morph into...

"**Kung Fang!**" shout the humanoid bat, who is still wearing the suit instead of her ninja _gi_. "Did you know as Kung Fang, I can emitted ultra-sonic pulse to hear everything and project as a sonic scream?" ask Kung Fang as she perform her flying tricks.

"You're already famous, but when we're done, you'll be famous and rich." grin Oliver.

* * *

Later in the night, Oliver is checking the scan data of all Gwen's alien forms. Than a figure appear behind him.

"Did you get it?" ask the figure.

"Yes sir, Mr. Harangue." smile Oliver as he remove his pony tail and his moustache/beard. "Everything you need to destroy Ben and Gwen Tennyson." grin Oliver as the figure was none other than Will Harangue.

* * *

In the street of Bellwood at night, Looma drive the DX Mark 10 with Ben as the navigator.

"Am I doing okay, beloved? Should I stay in this gear, or should I downshift?" ask Looma with worry.

"You're doing fine, sweetie pie." smile Ben as he rub his hand on her human knee. "I wonder what Gwen's game will be like? I hope it's like 'Sumo Slammers 4: Tournament Edition.' I wonder if Gwen's game get a sequel?" wonder Ben than Looma slam the break hard and Ben drop his smoothy.

"Go a little easier on the brakes, Looma." said Ben but then notice Looma remain staring ahead with her mouth hanging open. Ben wonder what is she looking at and look up. In front of them, and above, is a large spherical orb with red-eye and four spider-like legs. Its eye start glowing as it scan on Ben's car.

"Forget what I said. Go, go, go!" shout Ben as he shook Looma's shoulder. The robot bend down and glare at them than Looma put the car in reverse, drive backward and turn the car around. She put it back in 'drive' and charge away from the robot. The robot begin its pursue.

"First to second, second to third." said Looma as she push the knob back and forth. Ben activate his Megatrix and morph into...

"**Kung Fang!**" shout the male Kung Fang. He climb out of the car and stand on the roof. Looma look back to see if the robot following them than she gasped as she look ahead and realize she going to ram the car in front of them so she steer to the left than dart to the right to avoid the pickup truck.

"Keep it steady, Looma!" shout Kung Fang.

"I'm trying." reply Looma.

"And keep your hands at the 10:00 and 2:00 positions." Kung Fang instructed her. He face the robot and inhale deeply.

"AHHHH!" Kung Fang release a ultra-sonic shout at the robot but its armor cause it to bounce back at him, knocking him down. "Ugh! My ears! What the?!" exclaim Kung Fang. The robot's laser cannon pop out from its torso and start firing at them but Looma manage to evade it.

"Road work ahead! Which one is the brake?" ask Looma panicking.

"Press down your right foot!" shout Kung Fang. She did and the car accelerate.

"Ah! It didn't stop!" yell Looma. Kung Fang use his Anodite powers to create a mana jump ramp and they jump over the bridge, with Looma screaming. Another mana ramp appear and they land safely. The robot jump over the bridge and continue chasing them.

"Maybe it can stop Kung Fang, but it won't stop **Atomix.**" Ben slap the Megatrix symbol and morph into...

"**Swampfire! **...was not who I was going for." moan the male Methanosian. "I can still make this work." Swampfire ready his fire balls than thrust his hands and fire his flamethrower blast. It struck the robot but two nozzle pop up and spray fire extinguisher, putting out the fire and continue advancing. Swampfire gritted his teeth then pull out four petals from his left shoulder and toss them at the street. They pierce through the ground and rapidly grow powerful vines and grab the robot's legs. It struggle for a bit then open its bottom and reveal four nozzle. It start spraying acid and spin around, splashing acid on the vines and weaken them. It broke free and continue the chase.

"Benjamin, what should we do?" ask Looma.

"I got nothin'." sigh Swampfire as he saw the robot withstand two of his attacks. The robot open its top to reveal two laser cannons and Swampfire brace himself. When they pass under the bridge, a mini-van, with the same color scheme as Ben's car, pass by and the robot chase after it.

"Great. Innocent bystanders." groan Swampfire as he slap the Megatrix symbol and morph into...

"**Battlefly!**" shout the male Battlefly, who have black hair and red wings, as he took off to the sky.

"Right behind you." said Looma as she power slide the car around but the engine shut off after she perform that. She groans as she try to turn on the car again.

The man in the mini-van, with his wife and daughter, try to escape from the robot and it start firing laser at them. They evade it but the force of the explosion push the mini-van hard and was about to turn over.

"I gotcha!" shout Battlefly as he grab the mini-van and tilt it back on four wheels. The robot continue to chase them until a female Tetramand tackle him hard. The robot counter and smack Looma away. Battlefly fly up and fire two mana ray from his eyes. The robot's head open its lid and reveal a mirror. The mana rays struck the mirror and deflected back at Battlefly, knocking him out of the sky. He land on the ground on his back and the robot corner him but it put away its turret and ran off.

Battlefly look up and saw the robot ran off than morph back into Ben. Looma arrive and drop on one knee as she help Ben up.

"You okay?" ask Looma.

"I'm confused. Why would that thing attack me, counter every one of my moves, than go after someone else?" wonder Ben.

* * *

"...before running away? The **Stalker** was winning. Why did you recall it?" ask Will Harangue.

"It mistook a mini-van for Ben's car. Its automatic control settings aren't smart enough." explain Oliver.

"Then don't set it on auto. Let me drive." grin Will Harangue.

* * *

Ben & Looma arrive home to find Kevin & Gwen babysitting Jen and watching TV.

"Done with your little lesson? Good. Something you need to see." said Kevin as he click the remote.

"_Tonight on 'The Harangue Nation,' exclusive footage of Ben 14's, cousin of Gwen 10, latest rampage. ***Showing the pics of the damaged roads and bridge*** This carnage is typical of the destruction he leaves everywhere he goes. Well, I say it's time to stop them. I've spent $14 million of my own money to make sure that the menace of Gwen 10 & co. are stopped. I'm calling you out, Gwen 10._" said Will Harangue as a spit wad hit the screen where his forehead is. Gwen turn off the TV.

"Kind of a coincidence with the robot today." said Looma.

"What robot?" ask Kevin.

"During our lesson, we ran into that red robot and gave chase. I couldn't stop it since it counter Kung Fang, Swamp Fire, and Battlefly's techniques. Not even Looma's strength dent it." explain Ben.

"There's no way a blowhard like him be behind the killer robot like that." chuckle Gwen.

"But he got that footage somehow and we didn't see any cameramen during our battle with the robot." explain Looma.

"Robot Shmobot. Don't you have a test to take?" ask Gwen.

"Test?" ask Looma in surprised tone.

* * *

At the DMV, Looma is waiting in her driver seat of the DX Mark 10.

"Good luck." smile Gwen as she leave. Than a middle-aged man arrive after Gwen left.

"Uh, Mrs. Tennyson?My name is Mr. Webb. I'll be administering your driving test today." explain Mr. Webb.

"Uh, hello." greet Looma. Mr. Webb open the door and sit on the passenger seat as he close the door and buckle up his seat belt.

"Now, if you're feeling nervous, don't be. It could be a lot worse." said Mr. Webb.

"How?" ask Looma. Looma never been so nervous since the day she meet her father-in-law and mother-in-law.

"Well, you could be me. Heh heh. You only have to go through this once today. I have to do this all day long." laugh Mr. Webb but Looma stay gazing at him, confused and didn't get it as she find Earthling jokes hard to understand. "That was a little joke, there, just to kind of break the tension." explain Mr. Webb.

'Okay." said Looma in a nervous tone.

"Well, let's start the car, huh, and pull carefully into the traffic." order Mr. Webb. Looma exhale deeply and start-up the car. She drive the car through the traffic, turn right and continue driving down the street.

"You're doing just fine, Mrs. Tennyson. Now if you- if you could, please, just parallel park between those two cars there." instruct Mr. Webb. Looma stop the car and carefully park her car in reverse pattern. Suddenly two laser bolts blasted the two cars and exploded in flames.

"Uh, that was fine, Mrs. Tennyson. Now i-if you- if you could, just...get away from here!" stammer Mr. Webb. Looma floor it and drive out of there as the Stalker appear again. She gave a hard turn to the right and speed down the road as the laser blasted the road.

"Sorry." said Looma.

"No, no. That was good. You signaled before you dodged the...laser." said Mr. Webb. The Stalker open its bottom and reveal missiles. It fire two missiles at the car but Looma steer left and right and avoided the missiles as they struck the street.

* * *

Somewhere in the control room, Will Harangue operate the Stalker and the computer screen show what the Stalker is seeing.

"Tennyson... Come out, come out, wherever you are." grin Will Harangue.

* * *

Back at the test drive center, Gwen is asking the man some question.

"I love the idea of having online co-op in my video game, but there's only one me. How about if I add my cousin, Ben 14, in the game?" ask Gwen.

"Are you gonna sign my petition or not?" ask the man. Then they heard an explosion from the distant. Gwen saw smoke rising from the neighborhood. Gwen put down her smoothy and run down the street; activate her Ultimatrix, with the hologram of a hedgehog and slam it down. She release a bright green light and morph into...

"**Needle Mouse!**" shout the Hedgesapien as she curl up into a spin ball and spin dash across the street.

* * *

The Stalker continue chasing after Looma and Mr. Webb as it fires laser and missiles at them.

"I-I think I've seen enough, Mrs. Tennyson. If you could just turn on around and take me back to the Motor-Vehicles building- No, no! No!" panicked Mr. Webb when he notice Looma is going to drive through one-way street. The Stalker follow her and fire a grapple claw and grab the rear end of the DX Mark 10.

"WAAAAAH!" scream Mr. Webb than cover his mouth as Looma gaze at him with a surprised look. "I'm sorry." gasped Mr. Webb.

Needle Mouse arrive at the scene and Will Harangue notice her.

"There she is." grin Will Harangue. He command the Stalker to let go of the car and confronted Needle Mouse. It start firing laser and Needle Mouse start spin jumping around than the Stalker open a hidden nozzle and fire a large ball of gum at the floor. Needle Mouse bounce on and she got caught by the gum and become struck.

"Grrr! Ben wasn't kidding! It's ready for everything!" gasped Needle Mouse. She look up and she got smacked by the Stalker's leg. Needle Mouse crash through the house than a green light flashes and emerged...

"**Frostblight! **But are you ready for _this_?" ask Frostblight as she focus her gaze and completely the Stalker in ice but its eye start glowing brightly and melt the ice out. "And, yes, he was." said Frostblight. The Stalker shatter the ice and she got smacked by the ice debris. She fell on her back. The Stalker start shooting laser at her, and forming a dust cloud from the blasts. When the cloud fade out, she's gone. The Stalker look around in confusion than **Ghost Freak** emerge from the pavement. She look up and saw the DX Mark 10 parked near her. Looma step out of the car and ran ahead but Mr. Webb call her out.

"Uh, Mrs. Tennyson? Yeah, I need a ride back to the DMV." said Mr. Webb.

"I'll take you back as soon as I-"

"Not from you. I just want to borrow your phone so I can call a cab." frown Mr. Webb. Looma's eyes start twitching in rage.

"You know what, Earthling?! I'll take the test drive from the other DMV! You can walk your way back!" shout Looma as she remove her ID Mask and transform into her true form. Mr. Webb screamed again and ran out of the car and down the street.

*_I can't have much power left in the Ultimatrix, but I should have enough for one more try._* thought Ghost Freak as she slap the Ultimatrix symbol and morph into...

"**Lodestar!**" shout the Biosovortian and extended her pincers forward, releasing magnetic pulses at the Stalker but nothing happen. "Can't magnetize him?! What's it made of?" exclaim Lodestar. The Stalker thrust his pincer at Lodestar and she caught with one pincer. The Stalker thrust another and Lodestar caught it with her other pincer. They enter in a tug of war but Lodestar doesn't possesses super-strength so she was dropped on her knees as the Stalker push her down. Than it open its torso and fire its grappling claw, jab Lodestar's metal head twice, grab her and throw her away, dragging her body with her as she crash through the house and slide on the ground. Before it attack Lodestar, Looma appear and slam her two set of fists against the Stalker, knocking it backward but the grappling claw grab her, pull her close and stab two extra claw on her upper shoulders and release an electrical discharge. Than it toss her on Lodestar, knocking her down and Lodestar receive too much damage that she reverted back to her human self and fainted.

"Beat you. You can't escape, Tennyson. You can't escape justice." grin WIll Harangue. Before Gwen & Looma brace themselves from the Stalker's next move, it ran off.

* * *

"But you had him." said Oliver, who was confused of why didn't Will finished them off.

"I know that, pinhead, but every time I fight the Tennyson, my ratings break records. I should have done this during sweeps." explain Will Harangue.

"The longer you draw this out, the better chance they have to figure out how to beat the Stalker." warn Oliver.

"Their time runs out tomorrow. It'll be the television event of the Century- The end of Gwen 10 & Ben 14, live." grin Will evilly.

* * *

"_More exclusive footage of Gwen 10 & Ben 14 on the rampage. Reckless disregard for people, easily the most dangerous man and woman in the world. _***Kevin shoot another spit wad at the TV than Gwen swipe the straw from his hand, annoyed***_ Worse, our kids are emulating them. That's why I've spent $36 million of my own money to put a stop to it. Tomorrow night, Gwen 10 & Ben 14. 8:00 p.m. Washington Mall. I'm calling you out._" said Will Harangue.

"Guess I know what I'm doing tomorrow." growl Ben.

"You're not actually going." said Gwen.

"Why show up on his schedule?" ask Kevin.

"Because no one hurt my wife and my cousin & gets away with it. Come on, Gwen, I know you want payback." grin Ben. Gwen smile and nodded.

* * *

At the TV station, near Washington Mall, Will Harangue begin his news.

"Welcome, America, to a very Special Live Edition of 'The Will Harangue Nation.' America, you've seen all week, exclusively on 'The Will Harangue Nation,' how dangerous Ben & Gwen Tennyson are." said Will Harangue as Gwen 10, Ben 14, and Kevin arrive at the open field of Washington Mall. "Somebody's got to stand up to danger, America." Will move his seat to his left and sit next the control panels.

"And Will Harangue is that somebody. Gwen 10 & co. your reign of terror ends now." frown Will as he send the Stalker and crash in front of the trio. The Stalker stood up and has a monitor with Will's face on it. Then fireworks exploded in the sky as his entrance.

"Any last words?" ask Will Harangue.

"None that I'm allow to say on television." mutter Ben as he and Gwen activate their Ultimatrix/Megatrix and they morph into...

"**Humungousaur! / Titanosaurus!**" shout the Vaxasaurians. The duo charge toward the Stalker and each take their turn to fight the Stalker but it easily stood tall to evade their attacks and blast Titanosaurus with a large flamethrower, which she cover her face with her forearms and greatly stagger back. Than fire two missiles and struck Humungousaur, knocking him back until he regain his footing and start throwing mana bolts but the Stalker jump backward and fire another missiles. It struck Humungousaur extra hard and he reverted back into Ben, causing the second set of missiles to miss and blasted the building. Kevin absorb the concrete and charge ahead.

"Boost me." shout Kevin. Ben throw the mana and propelled Kevin up and land a powerful punch that smack the Stalker back but didn't receive damage. Kevin approach him to attack but the Stalker smack him away. Will grin than notice Titanosaurus grab him from behind and the Stalker stretch out two extra claws, stab Titanosaurus and release a discharge of electrical bolts. She got knock back and fell on the ground. Will grin again as the Stalker turn around and face her. She struggle on her feet than the Stalker open its bottom and fire multiple missiles. The missiles land less damage since Titanosaurus put up her guard but then notice the Washington Tower is starting to fall.

She run toward it, quickly grew 25 feet tall with armored skin and grab the tower, slowly putting it back in its place.

* * *

"Great footage." smile Oliver.

"Not for me, it's not." frown Will. One of the staff gave Oliver a piece of paper.

"The instant ratings." said Oliver and Will grab the paper and read it.

"It's obvious. Everybody loves to watch Gwen 10." shrugged Will.

* * *

Kevin grab the bench and smash against the Stalker but it didn't flinch. Kevin duck and Ben fire his twin mana beam, blasting the Stalker's face but it still didn't flinch and spun its head to blow away the smoke and fire two missiles at Ben, who quickly raise up the shield but got shatter by the impacts and knock him back. Than it grab Kevin and electrocuted him and tosses him away. Than Titanosaurus arrive at the scene.

"It's me you're after, Harangue." growl Titanosaurus. The Stalker look up since she grow larger than it.

"Right you are. And it's close to the end of the hour. Better wrap this up." said Will. She lift her foot and attempt to stomp it but the Stalking stood up tall and she missed. She throw a punch and it duck down.

"Wait a minute." Titanosaurus notice something and, to prove it, she start lifting her arms up and prepare to swing them down but the Stalker extended two extra claws and zap Titanosaurus' waist, causing her to step backward in pain and fell in the water on her butt.

"Ugh... You scouted all my moves." grunt Titanosaurus as she discover the source of her opponent's counter measure. She move away as the laser bolts missed and struck the water surface. She start moving away from Stalker. "The video-game scan- That's how you did it. What should I do? What move I never use?" wonder Titanosaurus. Suddenly a splash of acid goo hit the Stalker and its metal armor start melting.

* * *

"Where'd _that_ come from?" ask Will as the control panels release sparks as the result of the acid spray.

"We've got bigger problems. Someone just broke the robot's uplink. We lost control." exclaim Oliver.

* * *

"I don't want that thing rampaging around with my face on it." shout Will as the Stalker start spinning around, jumping left and right as it randomly fire missiles everywhere. Joining up with Titanosaurus is Kevin and **Spitter**.

"It's got counter measures for all my alien forms from the video-game scan." explain Titanosaurus.

"Not all of them, sweet angel." said Kevin.

"He's right. You used only 14 aliens, we have a lot more and there is one alien that can be useful since she is very _small_." said Spitter. Titanosaurus made a grin as she press the Ultimatrix symbol and morph into...

"**Nano-Mech!**" shout the Human/Nanochip. Spitter's Megatrix detected her presence and flashed yellow as it scan her DNA. Than Spitter press the Megatrix symbol and morph into...

"**Nano-Mech!**" shout the male Human/Nanochip.

"Must you copy my name?!" growl Nano-Mech (Gwen).

"There's no alternate names for this one. Um...now what?" ask Nano-Mech (Ben) and Nano-Mech (Gwen) fainted, anime-style. Kevin took out a straw and inhale deeply.

"Hey, what?" ask Nano-Mech (Gwen) before she and Nano-Mech (Ben) got suck into the straw than Kevin spit them toward the Stalker. They hit it and went inside. They arrive at the main circuits.

"Um...what should we break?" ask Nano-Mech (Gwen).

"Everything!" shout Nano-Mech (Ben) as he start smashing and kicking the chips apart. Nano-Mech (Gwen) follow his lead. Then the latter grab two plugs and pull them off.

"I wonder what happens if I cross these." said Nano-Mech (Gwen) as she cross the plugs. The Stalker suddenly drop on the ground.

"What's happening? Are we still on?" ask Will but then the screen went blank as the Stalker power-down.

* * *

Will slam his fist on the panels as he was defeated.

"Look at the bright side, sir. The ratings were fantastic. And if the police ever find out what's left of the robot, we could rebuild." smile Oliver. Than they look at the window and before them are two To'kustars.

"Looking for this?" ask **Way Big (Ben)** as he hold up the Stalker than crush it with his hands and drop the debris. It crash on the car below. "Oops." grin Way Big (Ben).

"Nah nah nah! You can't beat us! We have more than 14 alien forms! You've been had!" laugh **Way Big (Gwen)** in sing-song tone as she stick her tongue out. They move forward and look down to see the destroyed car.

"Is that...your car?" ask Oliver.

"It _was_." frown Will.

* * *

At Ben's house, they watch the TV about their battle last night.

"_So, at the end of it all, Gwen 10 and co. tries to frame _me_ for the damage at the Washington Mall. _***The video was play in reverse, making it look like Titanosaurus was ripping the tower off the ground***_ That's the way their kind twists the facts. But I'm not angry about that or the $170 million of my own money that I spent. It's a small price to pay in the pursuit of freedom. But their childish vandalism of my classic car- It shows what kind of sick, depraved-_" Ben turn off the TV before he say something harsh.

"Dude, his car?" ask Kevin.

"Well, handsome, you might get angry too if Ben smash your car into a pancake." smile Gwen as she hold baby Jen in her arms as she was fast asleep.

"And if he does, I'll kill him!" sneer Kevin as he crack his knuckles. Than Looma (Human) barge in the house with a card in her hand.

"I passed my driving test!" squeal Looma as she hold up her driver license.

"Not the way I would have bet. First round of smoothies on me." smile Gwen.

"Yeah. You can pay for it with the video-game money you're not getting." smile Kevin and Gwen moan in disappointment.

"Oh, that's right."

"I can't wait for my smoothy. I'm driving." smile Ben and Looma cross her arms as she block Ben's path. "What? Just because you got your license, it's not like I'm gonna-" Ben got hit in the head by a strong spit wad from Looma. Then she lift her hand and motion Ben to give her the keys. Ben place the keys on her hand and she ran to the DX Mark 10 in excitement. Gwen walk ahead with Jen.

"You got a feisty wife, Ben." chuckle Gwen and Kevin follow her. Ben than dart ahead and run pass Kevin.

"I got shotgun!" smile Ben.

"It's your car, Ben. So of course you got shotgun." complain Kevin as he catch up.

* * *

**Axle- Will Harangue should go to jail for vandalizing and attempted to murder.**

**Ben, Gwen & Kevin- I agree.**

**Axle- Leave reviews.**


	34. Escape from Aggregor and Vengeance

**Chapter 34: Escape from Vengeance and Aggregor.**

**Axle- Okay, let's go.**

**Ben- Let's see, what other alien forms I have?**

**Gwen- Ooh! Look, I got an alien who look like Wild Cat but different.**

**Disclaimer: I don't own Ben 10 characters. This alien belong to Jakevoronkov1**

Somewhere in the mountain, a large Yeti wearing a headband grab an alien tigress with orange fur with brown marking, cream-fured stomach and long slender tail, and throw her away. She quickly grab on the snow and slid across the snow. She look up and growl.

"That all you got?" ask **Tigra **in angry tone and the Yeti grab her face, lift her up and slam her against the snow and smash through the ground, forming a Human-shaped hole.

"Oh, hardly, my dear Gwen Tennyson." said a familiar voice. Approaching next to the Yeti is a man in the winter attires. He pull off his hood and reveal to be none other than **Dr. Animo**.

"I've _got_ the Yeti's Mind!" grin Dr. Animo as the headband emit sonic pulse to the Yeti. Yeti receive a metal command and growl. Tigra stood up and pounce at the Yeti, punching him down but got smack by the Yeti's backhand. He land a powerful right cross punch and Tigra land two powerful punches at the Yeti's face.

"I, Dr. Animo, control the Yeti's every move!" grin Dr. Animo as he place his hands together and lift his arms up. The Yeti mimic his movement and, when the former swing his arms down, the Yeti swing his arms down and slam Tigra into the ground. Than repeated the move again. "And I, Dr. Animo-"

"Dude. Stop saying your name. We know who you are." shout Kevin as he lay on his back on the mana platform, trying to dismantle the device while Ben hold out the tools. He would go as **Jury Rigg** but Kevin suggest to go slowly as they don't want to activate the device unexpected.

"I, Doctor-duh...have activated my devolution bomb, which shall turn anyone within the range of its blast into a Yeti! Gyah ha ha ha ha!" laugh Dr. Animo evilly. Tigra and Yeti ready their punch when they overheard Dr. Animo.

"Huh?" ask both Tigra and Yeti.

"Seriously? That's your plan?" ask Tigra in a peaceful tone, since she's more peaceful than Rath's or Wild Cat's species.

"Kind of reminds you of the old days, doesn't it?" ask Ben.

"What, stupid plans? Guess so." smirk Kevin as he pick up a wrench from his tool box.

"Silence! You won't be so smug once you and everyone else in this hemisphere are all Yetis!" shout Dr. Animo.

"Wouldn't the plural be 'Yet-eye'?" ask Kevin as he remove the bolts. "You know, like 'Cacti'?"

"'Octopi.'" add Ben.

"Guys!" plead Tigra in a caring tone for them to stop suggesting as the Yeti caught her and she can't break free. The Yeti move her closer so he can bite her head off. Tigra inhale deeply and let out a mighty roar, breaking the sound barrier and knock the Yeti backward. She press the Ultimatrix symbol, release a bright green light and she morph into...

"**Raptor!** Brrrrr!" exclaim Raptor as she start shivering.

"Wrong transformation, Tennyson." smirk Dr. Animo. "You know birds cannot survive the cold climate." Dr. Animo send a telepathic command to the Yeti to resume attack.

"Ah-choo! Ah, a battle of brainpower, is it? Brr! I'm afraid you, sir, find yourself greatly out matched." grin Raptor as her mucus leak out of her nose and her face turn blue.

"Get her!" order Dr. Animo and the Yeti charge toward her. Raptor place her hands on both side of her head and send out a telepathic beam that struck the Yeti's headband than the red orb turn green.

"Yeti, would you pretty please do me a favor? Sic'em!" order Raptor and the Yeti growl as he turn and face Dr. Animo.

"No! I-I am your master! Obey me! Heel! Sit! Stay!" panick Dr. Animo as he try to run away but the Yeti grab his leg and hang up upside down. He took off Dr. Animo's headband and shatter it to pieces. "I'm still paying for that." said Dr. Animo.

"Thank you for your help, Yeti. Now go, you're free." smile Raptor as she send a telepathic message to him and he obliged, throwing Animo into the snow, take off the headband and went back into his cave.

"A-A-A-AH-CHOO!" sneezed Raptor than she blow her nose with a napkin and wipe the mucus off her beak. She extended her hand and levitate Dr. Animo.

"Ah, but you've forgotten one thing. My bomb is still going to go off, and there's nothing you can-" Animo stop his monologue as he look at his bomb and found it dismantled.

"Yeah. Taken care of." said Kevin as he and Jury Rigg approach with the canister. Dr. Animo frown and sit quietly on the telekinetic aura. Jury Rigg morph back into Ben and hold up his Megatrix.

"Attention, Plumbers. Pick up in Sector 7G." said Ben.

"_Roger that, Ben Tennyson. We're already on our way. But why are you guys even out there? All the _real_ alien action is going on back in your own hometown, right in downtown Bellwood._" ask the Plumber and the trio exchange surprise expression.

* * *

In downtown Bellwood, smoke was rising up from the street and SWAT teams gather to confront the alien.

"We're live at the scene of destruction here in downtown Bellwood, where what appears to be an alien creature has been going on a rampage." said the reporter. At the street, an alien with human appearance. Her skin is light turquoise, her hair is ebony and reach all the way to her feet and wear a whitish green dress. She have two large angel-like wing and a moon-star hairclip on her hair. She grab the car with one hand and tosses them at the building. She bore her hand through the street and rip out a long drain pipe and slam it against the row of cars. A SWAT fire a rocket at her but she remove her hairclip and it expanded to a large shield-like form. It withstand the missile and she pick up, shrink it back to normal size and put it back on her hair. She start flapping her wings and took off in the air.

"The one question on everyone's mind is- 'Where is the Alien Force?'" said the reporter. The alien lift her hands up and generated moon-light energy and tosses three moonlight arrows. It struck the police cars and the explosion knock the SWAT back. Suddenly a mana beam shoot out and blast her off the sky. She land on the street and look up and saw the Alien Force. Kevin absorb the nearby car's metal.

"An angel alien?" ask Kevin.

"Time to go hero." smile Gwen as she and Ben activate their Ultimatrix/Megatrix and morph into...

"**Battlefly! / Big Chill!**" shout the aliens. The alien stood up and start speaking in unknown language.

"That's what they all say." said Big Chill, who doesn't understand what she said. He breathe a powerful ice vapor and Battlefly move her arms in circular motion, creating powerful whirlwind. Combined together create an ice-cold whirlwind. The alien jump up and fire a focused-moonlight beam and counter it. The alien is too strong that she push it back and blast Big Chill and Battlefly away.

"Okay, so maybe you can hold your own against _regular_ Battlefly and _regular _Big Chill. But I bet you're no match for..." Battlefly and Big Chill slap their Ultimatrix/Megatrix symbol and grew out spikes & release an energy pulse across their body.

Battlefly's skin remain the same but she gain rune-like marking on her arms and legs and her wings become orange with black spots, kinda like a monarch butterfly. She wore the evolved Ultimatrix symbol on her chest.

Big Chill's body gain flame-like marking and become a red moth. His eyes glowed sky-blue and his wings emanated powerful mana aura.

"**Ultimate Battlefly! / Mega Big Chill!**"

M. Big Chill created a mana-charged fire-ball and toss it as a flamethrower-like blast at the alien. She quickly fly away and the flames struck the ground and create a ice field. She charge toward them, yelling in her language again.

"You said that before." said U. Battlefly, who doesn't understand, as she thrust her hands and lash out vipers at her, biting and binding her down. Than M. Big Chill grab her with his mana and swing his hand down, sending the alien crashing down into the ground. She stood up and start yelling again. Kevin approaches as M. Big Chill and U. Battlefly join up.

"Don't you think it's kind of weird how this creature hasn't actually harmed anyone?" ask U. Battlefly.

"Not weird, just lucky." said Kevin.

"Really? Even though she easily _could_ have? She just demolished buildings, cars, inanimate objects. No one's that lucky." explain U. Battlefly.

"What's the point here?" ask M. Big Chill as he doesn't understand what his cousin is trying to say.

"Whatever, we got to take her down." Kevin run ahead, climb on the car, jump forward and swing his punch. The alien side-step and Kevin missed, smashing his fist on the ground. She swung her arm and smack Kevin away. He crash on the car and hit on the street, suddenly form a huge hole.

"She's strong..." moan Kevin. The evolved aliens become confused about her strength than ready themselves as she approach them. Kevin appear and land a backhand punch, sending her crash against the car on her back. She stood up and snapped at him in her langauge.

"Them's fighting words. Probably." said Kevin

"I don't think she's talking to you." said M. Big Chill. The alien charge toward M. Big Chill and swing her fist. M. Big Chill become intangible and fly up. The alien's fist went through him and her arm become covered in ice. U. Battlefly thrust her hands down and created a black tornado, smashing her against the ground. Than M. Big Chill create a trail of 'ice fire' and fly around her at high-speed. The ice fire subside and the alien appear frozen than Kevin give a running start and swing his punch, shattering and sending the alien flying backward. She slide across the ground and crash against the police car. She stood up and she was bleeding badly by the blow. The moonlight shine down on her and she got instantly healed.

"Hey. Remember that dragon we fought who turned out to be an alien with a damaged translator?" ask U. Battlefly.

"Yeah. Good times, good times." reply M. Big Chill.

"Our Plumbers' badges work as Universal Translator. Maybe we should try them now." suggest U. Battlefly. Kevin nodded and hold up his Plumber's Badge. It emanating pulse and touch the alien. Her talking slowly change from her language to English.

"I had no idea how to find you, Gwen Tennyson. So I thought, although I hate it, if I went on a rampage, the famous hero of God's beautiful Earth would eventually show up to stop me. And here you are." smile the alien.

"It work." said Kevin.

"We have phone numbers, you know." said U. Battlefly as she and M. Big Chill morph back into Battlefly and Big Chill than back into Gwen and Ben.

"Thank Almighty Lord Jehovah it worked. I don't have much time, Gwen Tennyson. I need your help." said the alien. While Ben and Kevin, with the help of the SWAT team, hold back the civilians while Gwen and the alien have some private conversation.

"Why do you need my help? You can obviously handle yourself pretty well in a fight, Miss...?"

"**Angel**. Violence is not the way of my people, we only fight just to defend ourselves." answer Angel. Gwen look back to see the destruction.

"Could have fooled me." smile Gwen.

"I am not here of my own free will. But at least I was able to find Gwen Tennyson, famed in song and story throughout the galaxy." said Angel.

"Hear that, guys? There's a song about me." smile Gwen.

"Why should we trust this joker? Just 'cause she's asking for help?" ask Kevin bitterly.

"Begging, if you prefer." said Angel.

"Let's hear it." said Gwen.

"I am from a peaceful planet called **Eden**, where, like the rest of my people, we enjoy peace and harmony. We thanks to our Creator of all galaxies, the Lord God, for our peaceful world. We spent our times performing fest, read the Bible, enjoying peaceful life and we pray at day and night. My kind obeyed the 10 Holy Laws of God, so we never have crimes on our planet and lack aggression. Fighting is not the way of my people. But in my short time on Earth, I've observe that _your_ people fight constantly." explain Angel.

"Yeah? So, how did you know how to fight so good just now?" ask Kevin.

"I learned it in prison." answer Angel.

"Told you she couldn't be trusted." grunt Kevin.

"One day, a stranger come to our world, with the amazing ability to absorb matter and energy, just like your metal friend here." said Angel.

"An Osmosian? Doubt it." scoff Kevin.

"We don't lie. That will be breaking one of the Holy Law." said Angel.

* * *

-_Flashback_-

A mysterious woman, wearing a black armor, smash into the city of Angel's people, known as the **Harmoisapien**, and absorb the energy of the innocent male Harmoisapien. Angel saw her friend died and become scared, She try to fly away but the mysterious woman fire a powerful moonlight beam and struck her down and she crash against the building. She look up and saw her standing in front of her.

"Who are you? What do you want with me?" ask Angel but the mysterious woman zap her with her moonlight arrow and she fell unconscious.

* * *

Two drones open a cell and throw Angel and a Geochelone Aero in. They stood up and look around. In front of them are the cool Orishan, a not-so-bright-and-proud-of-his-strength Talpaedan, an arrogant Amperi, an aggressive Prypiatosian-B trapped inside the armor, a calm female Aquatician (Abyss), a peace-loving female Terrasapien, and a living solar entity known as Solarnite, who has inhibitor device on her torso, hands and lower body.

"Never seen anything like it." wonder **Bivalvan**.

"Me either." answer Abyss.

"Do you think they can talk?" ask **Ra'ad**.

"Well, of course they can talk." sigh **Gaia**. The Geochelone Aero named **Galapagus** become scared and hide in his shell. Angel got scared that she place her hands together and start praying in a nervous tone.

"Told you, Bivalvan. It's affecting them, too." scoff **P'andor** in Russian accent. Both Galapagus and Angel got scared again and back away.

"Oh shut up, P'andor!" scowl **Solaris.**

"Our abilities don't work in here, either." explain Bivalvan.

"**Andreas** is strong. He can bust out of wall." grunt Andrea as he lift his jack-hammer like forearms up.

"No, you can't, not as long as that thing's suppressing our powers. Think!" grunt P'andor as he point at the rectangle device with blue glowing pattern outside of their cell.

"Well...I don't _like_ to think." sigh Andrea.

"Heh heh, he's so cute when he's naïve." smile Gaia.

"Bust out of where? What is this place?" ask Galapagus.

"What does it look like, Amphibian Face?" scoff Bivalvan.

"Call it what you want-Jail, Prison, the Big House." hiss Solaris.

"Give me a break, Turtle Boy. You've never heard of prison?" ask P'andor.

"Prison!?" exclaim Angel.

"Sorry. Where I come from, we don't have such a thing." said Galapagus.

"Prison is a place where they keep people and forbid their freedom." explain Angel.

"Restricting another being's freedom? Unthinkable. My name's not 'Turtle Boy' or 'Amphibian Face,' by the way. It's Galapagus." said Galapagus.

"And I am Angel. Nice to meet you." said Angel.

"Andreas thinks Turtle Face and Bird Brain are spies for Aggregor and Vengeance." growl Andreas as he point finger at them.

"Aggregor?" ask Galapagus.

"Vengence?" ask Angel.

"Don't play dumb with us." said P'andor bitterly.

"You'd better not be lying." threaten Bivalvan.

"No, I swear to my Lord, God of the Heaven, I will never lie! Holy Law II, 'Thous not lie.'" panicked Angel.

"'Ly-ing'?" Galapagus doesn't know what that means.

"Don't tell me- You don't have lying where you come from, either." scoff Ra'ad.

"No. We have pleasant weather, though." said Galapagus.

"That's nice. X3" smile Gaia.

"Oh, for crying out loud!" complain Abyss.

"Why are we wasting our time with these loser?" ask P'andor.

"I agree with P'andor. They cannot tell us anything about Aggregor and Vengeance." growl Solaris as she glare at Bivalvan.

"Yeah, he's lucky enough he can walk erect." scoff P'andor.

"Aggregor and Vengeance are the aliens who captured each of us from our home planets." explain Bivalvan.

"To siphon our powers for themselves, we presume." said Ra'ad.

"He absorbed my friends' abilities back home. But he seemed only able to use them at a much lesser strength." explain Galapagus.

"That's true. This 'Vengeance' absorb my friend's powers but, since our moon is the source of our abilities, it doesn't give her the full potent of our powers." add Angel.

"Hmm. Interesting." said P'andor.

"Why would they kidnap us at all?" wonder Angel.

"Why didn't they just drain us on the spot?" ask Galapagus.

"Don't know. Not waiting around to find out." said Bivalvan as he hold up a red device with two arms on each side. He walk over to the door and place it on the inhibitor device. It start beeping and the arms move down & the button pressed in.

"You're sure we can trust this new guy?" ask Ra'ad.

"Only as much as we trust _you_, Ra'ad." frown P'andor. Abyss walk up to Bivalvan's side and observe the device. The device stop pulsing and beep faster. The door is now open and Bivalvan motion Abyss to step back.

"Out of my way, P'andor. _I'm_ the leader here." growl Ra'ad as he shove P'andor aside. The girls just shook their head and Andreas, Angel and Galapagus just gaze ahead.

"You're not _my_ leader." P'andor shot back.

"Wait for it..." said Bivalvan. The device release a burst of energy and covered the opening of the cell than release a pulse and all of them got bathed by the purple energy. P'andor lift his fist and it start glowing red.

"Our powers are back!" exclaim P'andor. Ra'ad's tentacles emanate electricity and Solaris' body start glowing brighter.

"You're welcome." said Bivalvan as he step out of the cell, with Abyss following him.

"I'm following _that_ guy." said Galapagus.

"Me too." said Angel as the rest exit out of the cell. They walk through hall and found the other hallway.

"Stay behind me." warn Bivalvan.

"No, _you_ stay behind _me_." said P'andor and walk ahead. Bivalvan frown and signal Abyss. Both of them thrust their hand and fire their water cannons at P'andor's back. He drop on his knees in pain as the armor release vapors around the hallway. The vapors subsided and it reveal security motion beams.

"This way." said Bivalvan and the others follow him. Then they stop as a group of drones march across the large room. Bivalvan look at Andreas and he retract his claws and slam his fists on the floor, release powerful vibration that shook the room. The drones fell on the ground and one of them stood up.

"We must have hit an asteroid." said the drone. They all stood up and ran off to check for damage.

"'Asteroid'?" ask Andreas.

"It means 'Big Rock.'" answer Gaia with a giggle.

"That's bad, right?" ask Andreas.

"Wait a minute." said Bivalvan and went to the control panel. He place his hand on it and it start beeping. "This isn't just a prison." He open the air-tight seal and gaze through the window. They saw nothing but stars, millions of them.

"We're on a spaceship." groan Ra'ad.

"New plan. We can't just make a run for it. There's nowhere to go out there, just the void of space." said Bivalvan.

"I say we commandeer the ship. Who's with me?" ask P'andor.

"I am." grin Solaris.

"Me too." frown Gaia.

"Okay." said Andreas.

"Think about it, guys. Nobody knows we've escaped yet. We should keep our advantage as long as we can." said Abyss.

"Maybe we can send out a distress signal." suggest Galapagus.

"That is a good plan." agree Angel.

"We've got our powers back. Let us use them to take over!" growl P'andor as his visors start glowing.

"You mean _we've_ got our powers back." said Ra'ad.

"Solaris can't use her full powers because of that device strapped on her and you're still trapped inside that suit and can't really use yours." scoff Bivalvan. P'andor grab Bivalvan's arm and start burning him.

"ARGH!" scream Bivalvan in pain.

"Don't hurt him!" panicked Abyss as she grab P'andor's arm and start sizzling into streams. P'andor push Abyss back and throw Bivalvan against the wall. He rubbed his arm and glare at P'andor while Abyss place her hand on his arm to cool it down.

"Now... Who is with me?" ask P'andor again. He walk away with Gaia, Solaris and Andreas while Bivalvan, Abyss, Ra'ad, Angel and Galapagus walk to the other direction.

* * *

In the control room, two Osmosian, **Aggregor and Vengeance**, are sitting in their seat while the drones pilot the ship.

"I only need five Andromeda aliens, sister. Why do we have 10 in our cells?" ask Aggreggor.

"Because the other five are for me! I want to prove you that we female Osomosian are stronger than you male!" hiss Vengeance. Aggreggor just scoff and grin at her. Than they both heard a pounding from the door. The drones quickly run to check and saw the door is receiving dents than it exploded. Andreas and Gaia charge it and she slam her fists against the ground, summoning a field of sharp rocks from the metal floor than Andrea slam his arms and send out a tremor, causing the rocks shatter and send them flying at the drones, piercing them apart. They jump forward and start battling the drones while Solaris fire her solar beam from her face, turning them into ashes. P'andor grab one of the drones and melt it into a puddle. They approach the Osomosian sibling and Aggregor grinned.

"A prison break, is it?" grin Aggregor as he ready his staff.

* * *

In a lab, water pour over the floor than a burst of electricity electrocuted the drones. Bivalvan, Abyss, Angel, Ra'ad and Galapagus enter the room. While they stand guard, Galapagus try to communicate someone who might be nearby.

"Uh, Mayday. Mayday. S.O.S. Any Plumbers in the vicinity? Please respond." said Galapagus. Than a laser fire was heard and everyone got defeated in the instant. Galapagus turn around and gasped in shock.

"If you and your little friends are though with this pathetic excercise in futility..." frown Aggregor as he fire an energy bolt from his staff and blasted the control panels after Galapagus dodge it. He drop on the floor and look at Aggregor. "...you may rejoin your fellow inmates back in your cell.

* * *

A Plumber's ship travel through space and intercept the message.

"Hailing unidentified Star Cruiser in Sector 18404. This is Magistor Piror Gilhil of the Plumbers." said the Plumber. "We have received your distress call. Prepare to be boarded." Magister Gilhil land his ship in the hanger. The door open when Aggregor approaches with his sister and meet the Plumber, who is showing his badge.

"As I said before, the distress call was a computer error. Everything's fine here." lied Aggregor

"Then you won't mind if I have a look around." said Magister Gilhil.

Of course not, Magister." said Agreggor while Vengeance pass her tongue across her lips.

* * *

"Brilliant plan, P'andor." said Bivalvan sarcastically.

"Like you did any better?" growl Bivalvan.

"If _you_ hadn't alerted Aggregor and Vengeance to our escape, someone would have come to help us by now!" growl Bivalvan.

"We _could_ have taken them out before if you'd all _been_ there!" snapped P'andor. Than the cell open and stands Magister Gilhil.

"And what do we have here?" wonder Magister Gilhil as he gaze at the inhibitor device.

"We're saved." said Galapagus.

"Oh, praise the Lord, our God!" cheered Angel.

"Told you my plan was better." smirk Bivalvan.

"This is a clear violation of Code T22 dash- GAAAAAH!" scream Magister Gilhil as Vengeance bore her fist through Magister Gilhil's chest. She grab him and hold him close.

"You shouldn't have to stick your nose in someone's business, Plumber!" hiss Vengeance as she pull her arm out of his chest and he drop on the ground dead. Vengeance start licking the blood from her hand while Aggregor approach the prisoner.

"Who wants to be next?" growl Aggregor. Bivalvan and Abyss thrust their hands and unleash a burst of water at Aggregor but the drones took the hit for him. Andreas plant his fists on the wall and start vibrating the ship. The ceiling fell down and Gaia grab it.

"Careful, Andreas! We're on a spaceship." warn Gaia. The room start falling apart and the floor collapsed, forming a hole.

"You're not going to destroy us. If you want us dead, you'd have done it a long time ago." frown P'andor.

"You're smarter than you look." smirk Aggregor.

"After you absorb our powers, you're going to let us go, right?" ask Galapagus.

"After I absorb your powers, there won't be anything left!" answer Agreggor. He start firing energy bolts at them but they all escape through the hole except Galapagus.

They burst through the ceiling and land on the floor.

"Where's Turtle Face?" ask Andreas.

"Agreggor's got him. Move." order Bivalvan as they run down the hall while Ra'ad absorb the power cells' electricity, causing a black out.

"This way to the bridge!" said P'andor as they ran through the other hallway. Andreas break down the walls and everyone walk out of the hole.

"Seriously, Andreas, stop smashing open the ship. I like breathing." snarl Ra'ad. They stop as they heard someone's coming toward them. It's Galapagus.

"He's right behind me." said Galapagus.

"In here." said Solaris as she point at the hallway on their left. They arrive at the Control Room and was startled by a voice.

"When Osmosians absorb the energy of other life-forms, we only gain 1/10 of that creature's abilities." grin Aggreggor as he turn from his chair. "But I have a better way. I've built a machine back on my home planet that will allow me to absorb all of your powers!" The escapees try to attacks but their powers got deactivated.

"Now that this little diversion has ended, that is precisely where we are headed." Agreggor finished explaining and everyone saw Galapagus holding the inhibitor device.

"Turtle Face stole our powers?" ask Andreas.

"Turtle Face _neutralized_ your powers." Agreggor corrected him. "_I_ am going to steal them."

"Traitor!" growl P'andor as he try to grab Galapagues but the drones pin him down with the others.

"Once I have all your powers combined, nothing can stop me from attaining the ultimate prize!" grin Agreggor.

"Except me. You promised to release me if I help you capture the others." said Galapagues.

"I lied." said Agreggor as he open his jacket and his torso/stomach open the holes, similar to Galapagues'.

"What a coincidence. I lied, too." said Galapagues as he jump up, tuck into his shell, merge his feet together and start spinning like a fan, generating powerful wind that toss the device and stab on Agreggor's chest and knock him off the chair. The drones try to attack Galapagues but he generate another blast of whirlwind and send them all flying. Everyone remains in awe.

"I'm following _that_ guy." said Bivalvan. As they try to leave, Vengeance appear and grab Andreas and hammer toss him against Bivalvan, Ra'ad, Galapagues and P'andor.

"Bivalvan!" gasped Abyss.

"Go, Abyss! Take the others and get out of here!" shout Bivalvan.

"But-"

"GO!" shout Bivalvan before Vengeance slam her fist against his armor and bore him through the floor.

"BIVALVAN!" scream Abyss as Gaia & Angel pull her through the door. As they try to retreat, the drones block their path but a powerful wind blast shatter them. Stepping in the scene is a tall mechanical bio-robot.

"Come with me." said the female robot. They reach the hanger and board on the ship. They fly out of the spaceship and head for Earth. Vengeance become furious.

"You won't get far." growl Vengeance as she press a button and fire a laser that blasted their engine. Vengeance head to her ship and order the drones to take the prisoners and Agreggor back to their home planet.

"We're going down!" panicked Gaia. They enter the atmosphere and crash against the ground and slide across it until they stop on the beachhead. They all got out.

"Everybody all right?" ask Angel.

"Not for long. As soon as their sensors detect our position, they will be in pursuit." explain Gaia.

"We've got to split up." suggest Solaris.

"Negative." denied Abyss. "We stay with the escape pod. It's our only way off this world."

"Suit yourself." scoff Solaris as she walk away.

"May we meet again, in this life or a better one." said the robot as she fly off with her rocket boots. Gaia and Angel ran off to the opposite direction while Abyss start pushing the escape pod into the water.

-_End Flashback-_

* * *

And I haven't seen any of them since." Angel finished her story to the people.

"That's the crash sit in Florida where we found Abyss!" said Ben.

"She's still there?" ask Angel

"Nnuh-uh. Plumbers took her off world." said Kevin.

"She tried to fix the escape pod. But there was a little trouble." said Ben.

"A little?" ask Kevin.

"So we helped him get home." said Ben.

"And now it's _your_ turn." smile Gwen.

"I am profoundly grateful to you." smile Angel.

"Just one more thing-" Gwen hold up her Ultimatrix.

"UNCATALOGGED DNA SAMPLE DETECTED." The Ultimatrix release a yellow light and scan Angel. "UNKNOWN DNA SAMPLE ACQUIRE. SCAN COMPLETED." beeped the AI as it display the hologram of the Harmonisapien form than add it to the list of Gwen's unlocked alien forms: **Titanosaurus, Lodestar, Tigra, Chormastone, Raptor, Sonicboom, Stinkbomb, Hunter, Kung Fang, Enernite, Battlefly, Unitaur, Frostblight, Goop, Nano-Mech, Swampfire, Needle Mouse, Ghost Freak, Way Big, and Alien X** as well as the Aquatian form. "Sweet." smile Gwen.

* * *

The Plumber ship left Earth's atmosphere.

"I can't thank you Plumbers enough for taking me home." smile Angel.

"Who says you're going home?" ask the Plumber, whose voice cause Angel to tremble in fear and her heart start beating faster. The Plumber stand up and took her helmet off. It's Vengeance!

* * *

**Axle- Okay, how did Vengeance commandeer the Plumber ship?!**

**Ben- She seems desperate to re-capture the escapees.**

**Gwen- Everyone, hear my theme song! Ready, girls?**

**Looma, Julie & Helen- Ready!**

**Gwen- _It's started when the alien device did what it did and stuck itself upon her wrist with secret that it hid. Now she got super powers, she's no ordinary kid. She's Gwen 10!_**

**Looma, Julie & Helen- _Gwen 10!_**

**Gwen- _If you see her, you'll be in for a big surprise. She'll turn into an alien before your very eyes. She's slimy, freaky, fast and strong. She's in every shapes and sizes. Gwen 10!_**

**Looma, Julie & Helen- _Gwen 10!_**

**Gwen- _All new powers, she's on a case. Fighting all evil from Earth or space. She'll never stop until she makes them pay. Cause she's the baddest girl who save the day! _**

**All_- Gwen 10! _**

_**1, 2, 3!**_

**Looma, Julie & Helen- _Gwen 10!_**

**Gwen- _4, 5, 6!_**

**Looma, Julie & Helen- _Gwen 10!_**

**Gwen- _7, 8, 9!_**

**All- _Gwen 10!_**

**Gwen- What do you think?**

**Ben- Uhh... Very...unique?**

**Kevin- That was great song...I think?**

**Axle- I'll give you...9 of 10!**


	35. Too Hot To Handle

**Chapter 35: Too Hot To Handle**

**Axle- So, Rosy. You want some action, cause Kevin just got a flu and he's absence for now.**

**Rosy- SWEET!**

**Disclaimer: I don't own any Ben 10 characters.**

* * *

In an abandon warehouse, two men are waiting for their turn as the other start installing something. The first is a middle-aged scientist with two tanks on his back, armed with a nozzle with a knife attached in front and the second is a street thug with bladed Mohawk, wear sunglasses and carry a buzzsaw. They heard footstep and turn around, just to see a muscular man carry a steel hammer.

"You guys here for the safe-cracking job?" ask **Hammer**.

"Take a number." answer **Surgeon.**

"So, what's the story about this guy?" ask Hammer.

"He's shelling out a cool million to bust open a safe. That's all anybody needs to know." grin **Buzz**. Suddenly an explosion emerge from the top and a man went flying and crash against the floor.

"Next!" shout a female voice. Surgeon walk his way up the stairs and meet the person who need safe-cracking. It was Solaris. She was offering huge money to see if there's any Earthling who can rip open the inhibitor device on her body.

"So, where's the safe that needs cracking?" ask Surgeon.

"You're looking at it." growl Solaris.

"O-kay." said Surgeon as he wear his goggle and ready his device. The knife emanate blue aura and stab it at the device on her torso. It start crackling but then it short circuited and burn out.

"What is this made of?!" exclaim Surgeon.

"Next!" shout Solaris.

"This should be fun." grin Buzz as he ready his buzzsaw and slam its blade against her torso, release sparks as he gave a maniacal laughter. However, the blade shatter into pieces after trying to pierce through the device. "I've got another blade right here." said Buzz as he reach for his pocket.

"Next!" growl Solaris.

"Aaaaaaaaaah!" yell Hammer as he slam his steel hammer against Solaris' torso, forearms and legs with all of his might than he drop his hammer and breathe heavily as he was out of stamina.

"Next!" groan Solaris. There was no answer and they all look at the stairs to see if someone is coming up. "I said, 'next!'" hiss Solaris. She hear footsteps approaching and arrive a teenager girl with red hair, wearing clothes with diamonds and flowers images. On her belt is the Plumber's Badge.

"Sorry. Am I late?" ask Rosy. She place her bag on the floor and remove her ID Mask, revealing herself as a Plantosapien than she crystallized her right arm and form it into a blade.

"I didn't realize there's an Plantosapien on this planet, or more better, Plantosapie-_Petrosapien_ Hybrid." said Solaris in awe.

"You guys might want to move back." smile Rosy as she grind her right arm across the floor than lift it up, thrust forward and pierce through the device! Hammer, Surgeon & Buzz become shocked and Solaris gave a grin.

"That's $1 million cash, right?" ask Rosy with a grin. Then she felt something warm, an energy source feeding her, making her strong. She realize what is that feeling. "Solar energy? What are you made of?" ask Rosy.

"Don't ask questions. Just remove it." order Solaris.

"Don't think so- not until you tell me why do I feel solar energy when it's night-time and why do you wear those devices on your body." said Rosy.

"You remove this device, and I pay you. That's all you need to know." said Solaris as she point her finger at Rosy.

"Sorry. I can't do that. See ya." smile Rosy as she walk away. Solaris slam her fist against the box and shot up her feet.

"$100,000 to whoever stops her!" shout Solaris. Rosy got wide-eyed than quickly crystallized her whole body as she block Buzz's buzzsaw. She push him back and punch Surgeon in the face and kick Hammer's chin. Buzz attack again but Rosy block it with one arm, morphed into a blade.

"Wasting your time, fellas. Nothing's harder than Taedenite." grunt Rosy as she kick Buzz away than roundhouse kick Surgeon. When she look over her shoulder, she got slammed by Hammer's hammer and she crash against the boxes. Her arm got broken by the impact and the blade lie on the floor. She regenerated her hand and glare at Hammer, Buzz and Surgeon. She stood up and quickly ran away.

"Do I still get the 100 grand if I bring her back in pieces?" ask Buzz with a psycho grin. Solaris pick up Rosy's broken arm.

"Let her go. I have everything I need." grin Solaris evilly.

* * *

At Rust Bucket III's hanger, Ben exit his DX Mark 10 and greet Gwen, who arrive with the Rust Bucket II.

"Any sing of our alien fugitives?" ask Gwen.

"Nothing." sigh Ben. "I'm starting to wonder about Jimmy's alien-sighting tip."

"Because 10-year-old internet fan geeks are known for their scrupulous fact checking?" ask Gwen annoyed.

"Jimmy's usually right, though. Maybe Rosy had better luck." said Ben.

"It's nice to work with Rosy, since her parents are busy right now. You know, when I first met her, she was crazy about having adventures but really want to meet her father and have both Tetrax and Su'Flow make up and live as a family." smile Gwen. Than Rosy arrive on her hoverboard, which she borrow from Gwen and, originally belong to her father.

"I found one of our missing aliens." said Rosy as she took out her Plumber's badge and display the hologram of Solaris. "This one's hot- _really_ hot."

"Solaris?" ask Gwen.

"Yep. And I believe that we should _not_ remove that device that was strapped on her body." explain Rosy.

"So, how can we help her?" ask Ben.

"That's the problem, she doesn't seems like a friendly type as she order some goons, who went there because of this rumor about some guy, or _gal_, needs someone to crack a 'safe' for $1,000, to try and stop me when I refused to help. I know it's wrong but I have to defend-"

"We're supposed to be _rescuing_ the escaped aliens, not _attacking_ them." complain Gwen.

"Let's check the place where you first saw Solaris." said Ben.

* * *

"I don't see her anywhere." said Gwen.

"Oh no..." mutter Rosy.

"What?" ask Ben & Gwen.

"We need to find Solaris fast before she remove that device!" exclaim Rosy.

"I thought nothing could penetrate it." said Ben.

"Except my Taedenite arm I might've accidentally left behind." said Rosy.

"Your arm?" ask Gwen in confused tone.

"One of those guys hit hard enough to shatter my arm off and I ran off, leaving...it...behind?" Rosy smile nervously.

"What's so dangerous about her?" ask Gwen.

"Solaris...is made of solar energy, like Heat Blast made of fire and my dad made of crystal." sigh Rosy.

"Like Scorch?" ask Ben.

"Close but no. She can manipulate solar energy and I believe her powers was as great as the Sun, that's why I feel my strength was increasing when I absorb her solar energy once I was close enough. That device was to suppress her powers." explain Rosy.

"Now she got something where she can do it herself. We have to find her and luckily, I picked up the mana from one of her goons." grin Ben as his eyes glowed sky-blue.

* * *

Somewhere underground, the workers are drilling the wall using a large vehicle with a drill. The others dose water at the wall so the drill can bore easily. Suddenly they heard explosion and the wall blow open. Stepping out of the hole are Solaris, Hammer, Buzz and Surgeon.

"Step away from the drill! I'd hate to mess up my nice, new buzz saw!" grin Buzz. The workers fled in fear and they took the drill. They travel through the tunnel but stop as **Titanosaurus** appear and block their path.

"Out of our way!" growl Solaris.

"Road's closed, Solaris." said Titanosaurus.

"Aaaaaaaahhhh!" yell Hammer as he charge toward Titanosaurus but someone quickly punched him down.

"LET ME TELL YOU SOMETHING, HAMMER-WIELDING BRUTE! **RATH** IS GOING TO DROP THE HAMMER ON YOU!" shout Rath as he pump his arms. Buzz charge forward and swing his buzz saw at Julie (Merged with Ship), who join the hunt few seconds ago. Julie evade and punch him down. Titanosaurus slam her fist against Hammer and he crash against the wall.

"I'd like a word with your boss." grunt Titanosaurus. Surgeon drive the drill machine and charge toward the dinosaur. She side-step and growl at him as he turn around to charge again. Solaris watch the battle while holding on to Rosy's arm. Rosy appear and she fire vines at Solaris and lasso her.

"I want my arm back, please." smile Rosy. **(She already have a new arm but you understand what she mean)**

Solaris burn the vines and she snapped free. Rath walk up to Solaris and scoff.

"Hey, Solaris! We know you're on the run from Vengeance and we help two of your friends, Abyss and Angel. So, want our help or not?" ask Rath as he cross his arms.

"If you really want to help me, than free me from this device. I am _dying_ in this prison!" growl Solaris. Rath nodded and use his mana to figure out how to remove the device but Solaris' solar energy counter Rath's mana and knock him backward. He shot up to his feet.

"RAAAAGGH! LET ME TELL YOU SOMETHING, SOLARIS, ALIEN FUGITIVE! RATH WAS TRYING TO HELP YOU AND THIS IS THE THANKS RATH GET?!" roar Rath as he charge toward Solaris but she thrust her hands and fire a solar beam and slam Rath against the wall, forcing him to morph back into Ben.

"Ben!" gasped Rosy as she try to blast Solaris with her solar beam but she absorb it.

"Thank you, Hybrid!" grin Solaris as she slap her away. Titanosaurus was holding the drill at bay than saw Ben & Rosy knocked out. She let go of the drill and crash against the wall. She pick up Surgeon and throw him to the others.

"Enough of this! Time to go Ultimate!" growl Titanosaurus as she slap the Ultimatrix symbol on her chest. It grow four spikes and release an energy pulse across her body. Her skin turn dark green and dark blue, she become taller and slightly bulked, gain a large sail on her back and she gain spikes on her head, tails and on her knuckles. Her tail split open to reveal fins.

"**Ultimate Titanosaurus!**" shout the Ultima Vaxasaurian as she convert her left arm into bio-gatling gun and start firing bone fragments at them. "You mess with my friends, you mess with... Uh-oh." said U. Titanosaurus as she accidentally blasted the ceiling. She run ahead and grab the ceiling. Ben lower the shield and a rock hit his head.

"Ow!" exclaim Ben.

"Sorry." said U. Titanosaurus as Rosy use the vines to reconnect the rocks back into its place.

"I totally forgive you." smile Ben.

"Yeah, anybody can make a mistake." said Julie.

"Like Rosy leaving her arm behind?" ask Ben.

"Solaris got away with the drill!" said U. Titanosaurus as they found the hole, made by the drill they stole.

"Sorry guys. I mess up big time." sigh Rosy as she walk away with her head hang down. U. Titanosaurus, Julie and Ben watch as she goes.

"I feel sorry for her." sigh U. Titanosaurus.

* * *

Somewhere in the wasteland, they attached Rosy's bladed arm on the drill's nose and they start drilling through the device on Solaris' torso.

"At last!" laugh Solaris. However, the drill blow apart and send the pieces flying.

"We're gonna need another drill." said Surgeon.

"No. We need the Hybrid." said Solaris.

* * *

Rosy, in her human disguise, fly her way home on her hoverboard, as she start shedding tears and blame herself for leaving her broken arm behind. Suddenly a hammer swung against her guts and send her crashing against the street. She lost consciousness as Hammer, Surgeon and Buzz arrive.

"Let's open her up and see what's inside." grin Buzz.

"Wait. We need her alive. This operation requires precision and accuracy." said Surgeon.

* * *

Rosy slowly woke up and look around. She's in some construction site and she's in her true form. Her broken arm was toss in front of her. She look up and saw Solaris.

"Time to finish the job you started, Hybrid." grin Solaris.

"How stupid do you think I am?" ask Rosy.

"Stupid enough to get caught." smirk Surgeon.

"Stupid enough to pass up a million bucks." laugh Buzz.

"Stupid enough to take us on." grunt Hammer.

"Come on, you lousy freak!" taunt Buzz.

"What, are you afraid?" mock Hammer.

"Your parents are probably feel sorry that you were born." laugh Surgeon. Rosy's eyes start twitching, she gritted her teeth hard and she clutch her fists hard that her fingernails pierce through her skins and bled white blood.

"RRRAAAAAAAAGGHHH!" roar Rosy as she become completely covered in crystal, than grew two shards on her back and her rose bud become crystallized. She turn her hands into giant crystal blades and charge toward the goons. She swung her blade and slice them three-time. When she open her eyes, Solaris is standing front of her and the inhibitor devices are emitting sparks.

"Also...you're stupid enough to do _that_." The device fell apart and the armor on her forearms and lower body fell off also. She jump up high in the sky and unleashed a burst of solar energy.

"FREE!" shout Solaris than she start flying around in joy. "At last, no longer bound by the shackles of that device!"

Rosy pick up the devices and sigh, as she made another mess. Than she got blinded by headlights of DX Mark 10. Exiting out of the car was Gwen, Ben & Julie.

"Rosy, are you okay?" ask Julie.

"I'm fine..." sigh Rosy.

"We were afraid you might do something stupid." smile Ben. Rosy look at Solaris flying around, rub her chin and reply.

"Good call." she said.

"Nothing I can't handle!" grin Gwen as she slam the Ultimatrix core and release a bright green light than...nothing happen and the Ultimatrix turn yellow.

"UNCATALOGGED DNA SAMPLE DETECTED." beeped the AI.

"Not now!" moan Gwen.

"She's just celebrating. Come on, Ship." said Julie. Ship, formed himself as a backpack, barked and merge with her. Julie fly up to her as the sun started to rise.

Solaris saw the sunlight and grin as she start glowing, absorbing the solar radiation from the Sun. Julie look at her Plumber badge and it turn red, detecting radiation.

"Your body is harmful to can arrange a ride home for you." smile Julie.

"Now, why would I ever go home? This planet is in the perfect orbit of the Sun, giving me more energy than before!" grin Solaris than a yellow light shine at her, moving up and down. She got startle and move away. Gwen finished scanning Solaris and the Ultimatrix core return to its position.

"UNKNOWN DNA SAMPLE ACQUIRED. SCAN COMPLETE!" chimed the AI. Solaris pat her hands on her body than growl.

"Your weapon cannot hurt me." growl Solaris as she lend her hand back and charge up her attack.

"It's not weap-GAH!" scream Julie as Solaris blast her with a powerful solar beam. She crash against the ground and Ship de-merged.

"JULIE!" gasped Gwen & Ben. Ben took a running start, slam the Megatrix and morph into...

"**Nova Blast!**" shout the Pyronite as he rocket himself up. Gwen follow as she slam the Ultimatrix core and morph into...

"**Battlefly!**" shout Battlefly as she fly her way up. She took the lead and try to grab Solaris but she slap her and, thanks to the Sun for increasing her strength, send Battlefly crashing into the mountain and she burrow through it.

"Solaris, you can't keep absorbing the Sun's energy. You might overload!" warn Nova Blast as he thrust his hands and blast her with a heat ray but she absorb it easily.

"I appreciate the snack, Pyronite." grin Solaris as she thrust her hand and fire a solar ray, sending him crashing into the canyon. "If I go to the orbit, I'll absorb even more solar energy." smirk Solaris as she fly her way up.

"This mean we're not getting paid?!" ask Surgeon. Solaris stop and glare at them. She create a solar energy ball and fire it at them. It exploded and send them flying on the ground.

"That's a 'no.'" moan Hammer. Solaris continue her way up. Battlefly & Nova Blast regain consciousness and they crawl out the rocks. Nova Blast saw Solaris flying to the atmosphere so he slap the Megatrix and morph into...

"**Jetray!**" shout the Aerophibian and fly to Battlefly. "Gwen, are you okay?" ask Jetray as he create a mana bubble on his hand and pass it over Battlefly, healing her.

"I'm fine. Let me heal you, Ship & Julie." Battlefly start vocalizing her voice, singing a beautiful song that Jetray, Julie, Rosy and Ship never heard before. It was calm, gentle and it instantly healed them back to their strength.

"Whoa... Gwen, Solaris is heading to the orbit to absorb more solar energy. Only you and I can stop her!" explain Jetray.

"How?" ask Gwen.

"Remember what Angel said? 'Harmonisapien can grow stronger by the moonlight.'" said Jetray.

"Of course. Let's do this!" Battlefly slap her Ultimatrix symbol and release a bright light. She morph into a Harmonisapien with green eyes and wore the Ultimatrix symbol on her chest. "**AurorAngel!**" shout the Harmonisapien as she flap her wings and fly her way with Jetray.

* * *

Solaris arrive at the orbit and start absorbing the solar energy.

"Yessss! I'm growing stronger, powerful!" grin Solaris as she grew larger. Than she got blasted by a nauroshock blast from behind. She turn around and growl at Jetray. "How DARE you interrupted my concentration!" snapped Solaris.

"You can't do this!" said Jetray.

"Make me!" grin Solaris as she punch Jetray and knee his guts. Than she grab Jetray's head and start crushing him until she heard someone shout.

"Stop, Solaris!" shout AurorAngel.

"Angel?!" ask Solaris as she turn around, mistaking AurorAngel for Angel.

"Stop this madness. You will destroy everyone and yourself if you keep absorbing pass your limit." said AurorAngel as she try to reason with her.

"This does not concern you!" snapped Solaris as she thrust her hand and fire a solar beam. AurorAngel pull her moon-star hairclip off and expanded into large size, blocking the attack.

"It does. And I have no choice but to fight you." said AurorAngel. Solaris release Jetray and she charge toward AurorAngel and throw a punch but AurorAngel lift her forearm and block it, creating a shockwave.

"What?!" gasped Solaris.

"You absorbed solar energy, making you stronger, right? Well, I absorb _moon_ energy and that make _me_ stronger. During our conversation, I absorbed enough moon energy be at equal level as you." smile AurorAngel. Solaris yell as she ram her forehead against AurorAngel and send her flying. She recover and intercept Solaris. They both disappear and multiple shock waves was seen in the background.

"Whoa!" exclaim Jetray as he morph back into Ben than transform into his Anodite form.

Both Solarnite and Harmonisapien engage in close-range combat and start throwing each other's punches. Than they separate and Solaris fire her eye laser. AurorAngel evade and land a powerful kick across her face. Solaris growl as she hammer punch AurorAngel down into Earth but she come flying back up and ram her fist against her guts. She start landing multiple punches on Solaris' face than she start moving around her at supersonic speed. Solaris grin as she thrust her fist and punched AurorAngel, sending her flying across the orbit. Solaris charge ahead at incredible speed and grab AurorAngel and throw her into the moon. Suddenly there was a bright light and AurorAngel emerge with her body emanating white aura. She swing her arm and fire a series of moonlight spears but Solaris fire her eye laser and blast the spears. AurorAngel appear above her and slam her foot against her head, sending her falling into Earth. She reach the earth surface and crash against the weapon depot where they store the nuclear bunker buster. It exploded and release a mushroom-shaped cloud. A huge bright light emerge and rocket back up to orbit. AurorAngel grit her teeth as she swung her fist but Solaris disappear and land a kick against her face, sending her backward. She recover and wipe the blood from her mouth. Solaris gave a "bring-it" hand gesture and AurorAngel gritted her teeth in frustration. She dash toward Solaris and they collided, unleash another high-speed clashing. Ben want to help but his powers is nowhere near theirs so he start absorbing the mana from Earth. His head becomes covered in blue flames as he's growing powerful and saw the two aliens continue their battle. AurorAngel thrust her hands and fire moonlight arrows at Solaris. She grunt in pain than she charge toward her and blast her with her solar beam in the face. They enter a tug of war and start landing each other blows for blows. Than they land their powerful punch that they send each other away. Solaris went flying into the Sun while AurorAngel crash on the moon. Ben finished his charge and saw Solaris in the Sun.

"Oh no..." mutter Ben. Then he notice two things: a large yellow light charging out from the Sun and a large white light emerge from the moon. Both lights, reveal to be the fully-charged Solaris and AurorAngel, collided each other with their fist and cause a humongous explosion that everyone can see from the Earth surface. AurorAngel & Solaris are still alive but they got exhausted. Solaris ready her attacks while AurorAngel brace herself.

"Hey, Solaris!" shout Ben and Solaris turn around. "Time to drain your energy!" grin Ben as he press the second button on the Megatrix, two spikes grew out and he slam the core. He release a bright yellow light and morph into...

"**Mega Feed Back!**" shout Ultima Conductoid as he grab Solaris and they start falling down to Earth. M. Feed Back start draining Solaris' energy, reducing her powers and height.

"GAAHH! Let go of me!" grunt Solaris. As they almost hit the ground, M. Feed Back thrust his hands and fire a super-charged electric beam, sending her crashing against the ground and release a huge explosion. M. Feed Back vault over and use the electricity beam to slow down his fall. He land on the ground and morph back into **Feed Back** than back into Ben. AurorAngel arrive on the ground and morph back into Gwen, than she fainted. Ben hold her in his arm and help her up.

"Rest now, Gwen. You earn it." smile Ben.

* * *

The Plumbers arrive and strapped a new inhibitor device on Solaris than they took to the ship and place her into the stasis tube.

"We'll make sure she's deported back to her home planet." said the Plumbers. They took off and head for the orbit.

"That leaves two of Vengeance's former captives at large." said Ben.

"Hopefully, they'll be a little more cooperative than Solaris." said Gwen as she hold up her Plumber's badge and display the hologram of Gaia and the unknown bio-robot.

* * *

As the Plumbers left Earth, they got hit by two laser cannons. The alarm start blaring as the room glow red. Than a tractor beam grab them and pull them into Vengeance's ship.

The Plumbers head for the door, ready themselves if the intruder enter through the door. Suddenly the control panel exploded and shatter the window, causing the vacuum of space suck them out of the ship and into space. Than enter Vengeance.

"Hello, Solaris." grin Vengeance.

"Vengeance!" gasped Solaris.

* * *

**Axle- How's Kevin.**

**Ben- Still sick but he'll make it in two chapter later.**

**Gwen- I made a chicken soup for handsome.**

**Axle- Leave reviews and I hope you like the battle between Solaris and AurorAngel, Jakevoronkov1.**


	36. Hero Time

**Chapter 36: Hero Time**

**Axle- I'm putting this one first before I bring in Gaia and the bio-robot,**

**Ben- Looma, you're so beautiful and sexy.**

**Looma- No, Benjamin. _You're_ sexy.**

**Ben- No, you are.**

**Looma- No, you are.**

**Axle- Hey hey hey! If you wanna make out, do it in your bedroom, not here in front of the children!**

**Disclaimer: I don't own Ben 10 characters.**

* * *

At the library, everyone wait in lines outside for the new romance novel of the famous **Jennifer Nocturne**. In the lines are Gwen 10, Ben 14, Looma (Human) with Jen, Manny(Human), Helen (Human) and Alan.

"Ha! Now the truth comes out. The super-cool Plumber's Kid Manny Armstrong likes girly movies." laugh Alan and Manny close the book that titled _Darkfall_.

"You telling me Jennifer Nocturne comes to town and you're not even curious?" ask Manny with a smile.

"One blood-sucking soap opera and his little heart goes pitty-pat." joked Ben and Looma & Helen chuckles.

"And who was sitting next to me through that blood-sucking soap opera and two sequels?" ask Manny with a sly grin.

"Vampires are romantic." smile Helen as she lend against the poster.

"And hot." smile Manny as he gaze at the image of Jennifer. Helen notice that and she pinch Manny's arm. "Ow!" exclaim Manny.

"You were saying?" ask Helen, who got jealous.

"I admire her craft as an actress." shrugged Manny.

"What do you think, Ben." ask Alan.

"Dunno." shrugged Ben.

"She's here!" shout one of the people. They saw the gold limo roll up to the red carpet and Jennifer step out of the limo and wave to her cheering fans.

"Hmph. My Jen will be more pretty than her. Isn't that right, my little princess?" cooed Looma as she rub her nose on Jen's face and she giggle as she hold on her mother's face. Jennifer walk to the library door with two bodyguards.

"Thank you. Thank you all for coming." smile Jennifer than two laser beam struck the bodyguard and knock them out. "Aah!" scream Jennifer. Than came down two thugs and aim their weapons at the civilians. One of them grab Jennifer while more thugs arrive.

"Cool." smile Ben.

"Cool? We've got to help her." said Gwen.

"Oh, come on. You don't believe this is real. It's obviously a publicity stunt." shrugged Ben.

"Listen up. We want $10 million in one hour, or it's vampire nighty-night for Jennifer Nocturne." said Thug #1.

"Man. Awful dialogue." said Ben as he shook his head.

"Ben, this is not a stunt." said Alan.

"And if we see any cops..." Thug #1 fire his laser gun and destroyed one of the car. On the roof, a silhouetted man appear.

"It's time. Ready my armor." said the man. Several men arrive and equipped parts on his body. On his chest is the letter N.

"Still think it's a stunt?" ask Helen as she cross her arms.

"I've been wrong before." sigh Ben. The Alien Force ready themselves as Looma ask one of the civilian to hold her baby. Alan morph into his Pyronite form, Helen, Looma and Manny removed their ID Masks and become a Kinceleran and Tetramands. Gwen and Ben activate their Ultimatrix/Megatrix and press the cores.

"**Spider-Monkey! / Stinkbomb!**" shout the Arachnichimp and Skunkain. One of the thug saw Helen and she jab him at super fast speed. Thug #2 shoot at Helen but she dodge it and Manny block with his arms. He punched him away and Looma grab one thug and throw against the wall. Alan create a flaming cage and two thugs pass out by the heat. Stinkbomb land a flying kick on the other thug and sweep kick the second. Spider-Monkey web-swing and bash the others. Then he jump up and trap the thugs in a webbing. All that is left is their leader, who is holding Jennifer. Spider-Monkey glare at him.

"So...how are we going to do this?" ask Spider-Monkey as Manny grab the gun and aim it at him, Looma crack her knuckles, Helen just smile and Stinkbomb aim her butt at the thug, threaten to spray him with toxic gas. He start sweating and gulp strongly.

"Nobody said anything about aliens. I'm out of here!" panicked the leader as he toss the gun away and run off.

"**Captain Nemesis!**" exclaim the reporter and the Alien Force look up. A man in an orange armor swing down on a cable and land a kick on the leader, knocking him down. The Alien Force look at Captain Nemesis as he stand firmly.

"You're not going anywhere." smirk Captain Nemesis. Everyone start taking pictures and Stinkbomb and Spider-Monkey morph back to normal & Ben smile as he now remember.

"Captain Nemesis. I'm your biggest fan!" exclaim Ben.

"No, I'm _your_ biggest fan, Ben Tennyson." said Jennifer as she grab Ben and gave him a deep passion kiss and Ben become shocked and wide-eyed. He quickly push her back a bit and start sweating. Gwen hold up Jen to Looma but Looma start gritting her teeth hard and made an exaggerated frown as she clutch her fists. Captain Nemesis gritted his teeth also but for what?

* * *

At Ben's house, they were watching the news.

"_...where Ben 14 rescued film star Jennifer Nocturne..._"

"_...foiled a brazen kidnapping attempt..._"

"_...rewarded by a steamy kiss from the film star. Is romance in the air for Ben Te-_"

Manny put a mute button on the TV.

"Can you just pick a channel and stay on it?" ask Helen.

"There's nothing on anyway except news about 'Bennifer.'" scoff Manny

"They're not calling them that." said Gwen. Than the door opened and Ben enter the house, since he left to buy something to eat and ran into Jennifer, who offer him to go to the Captain Nemesis' party. He turn and saw everyone staring at him.

"We're just friends." said Ben as he walk to his seat.

"Not." said Alan.

"If I believe him, why can't you?" ask Julie, who came to visit with Cooper.

"You believe him?!" ask Gwen.

"Of course. Even if he's obsess with Sumo Slammer or Captain Nemesis, that doesn't mean he don't care about anyone, right Ben?" ask Julie as Cooper place his arm around Julie. **(A/N: Cooper and Julie started dating a few days ago)**.

"Huh? No, I'm not obsessed with Captain Nemesis. I just respect him. I mean, he's the best of the best of the best!" smile Ben.

"Soooo, does that means this guy is stronger than us or you and Gwen?" ask Manny.

"In any case, looks like you and Harangue finally agree on something." said Gwen as she un-mute the TV.

"_Captain Nemesis is a real american hero. Only a pinhead would compare decades of self-sacrifice and courage to the childish, destructive antics of 'illegal alien' Ben Tennyson, one of the dangerous group they called themselves 'Alien Force'. The tabloids are calling it the romance of the century. When even America's sweetheart has been taken in by these adolescent menace, it's time for action and-_" Gwen turn off the TV.

"Look, she took me to dinner, just to thank me for saving her life but I told her she should thank you guys also and I told her that I'm married." explain Ben.

"Did she understand?" ask Cooper.

"No, she thinks I'm playing hard to get. She invited me and Gwen to the party tonight." sigh Ben.

"BENJAMIN KIRBY TENNYSON!" boomed Looma, in her true form. Everyone got spooked and Ben become afraid as he turn around and saw Looma. She was furious and in rage, and her four eyes sheds a downpour of tears. "HOW COULD YOU?!" cried Looma as she step toward Ben and he stood up & step back.

"Wait, Looma! Calm down-"

"WHY ON PLANET EARTH ARE YOU KISSING THAT APE!?" yell Looma.

"She kissed _me_! I wasn't enjoying it and push her away to stop! I even try to tell her I'm married with you-"

"I DON'T WANT TO HEAR IT! I HATE YOU, BENJAMIN! I DON'T WANT TO TALK TO YOU AGAIN!" cried Looma as she ran to her bedroom and slam the door shut & lock the door. Ben chase after her and try to open the door.

"Looma! Open the door!" shout Ben.

"GO AWAY!" shout Looma. Ben place his ear against the door and he can hear Looma crying and sobbing heavily. Ben look at the others than sigh. He sat down on the chair and gaze at Jen, who was crawling around the house playfully. She sat upright and gaze at her father.

"Papa." smile Jen as she hold up her hands. Ben shed tears as he heard his daughter call him 'Papa' for the first time and pick her up.

"Oh, Jen. Mommy is mad at your Daddy for one misunderstanding." sobbed Ben as he hugged Jen, Jen just smile and start chewing on Ben's shirt. Gwen & the others never seen Ben that sad before. Than they heard a helicopter landing in front of his house, They went outside and saw Jennifer Nocturne in a sexy red dress.

"Ben! You look wonderful. And these are your friends?" ask Jennifer.

"What's up? Manny." smile Manny.

"Oh, of course you are. Oh, that dress is so cute." smile Jennifer. Julie look at herself and raise one eyebrow.

"Thank you?" said Julie.

"Jennifer, this is my daughter, Jennifer." said Ben as he show Jen.

"Oh, you named your little sister after me!" smile Jennifer.

"No! This is my _daughter_, Jennifer Heather Tennyson-Red Wind!" exclaim Ben.

"No need to play hard to get, Ben. Come on, we don't want to late. You, too, Gwen." smile Jennifer. Gwen shrugged to Ben and they enter the helicopter. Ben gave Jen to Julie to babysit.

"See you later, Jen." smile Ben as he stroke her hair.

"Papa." chimed Jen. Ben walk toward helicopter than stop and look at his bedroom's window. He can see Looma gazing at him with tears in her eyes than she close the shades. Ben sigh and step in the helicopter.

* * *

At Captain Nemesis' tower, everyone are enjoying the party. Jennifer, Ben & Gwen walk through the crowd.

"Maybe we should've worn formal clothes." said Ben as he and Gwen felt uneasy of being the only two with casual clothes.

"Don't be ridiculous. Want to meet Captain Nemesis?" ask Jennifer.

"Do I!" smile Ben. Gwen was glad to see Ben smiling again. Captain Nemesis is writing notes than he saw Jennifer. He gave the notepad and pen to his assistances.

"Jennifer Nocturne. Lovely to see you again." smile Captain Nemesis than notice Ben & Gwen. "I didn't know you were bringing guests. 'Bwen & Tim Gennison,' isn't it?" ask Captain Nemesis.

"Tennyson. Ben and Gwen Tennyson, sir." smile Ben. Everyone start clamoring happily and Ben wave at them & Gwen gave a wide smile. Captain Nemesis frown at them.

"You're a living legend." smile Ben during the party.

"Yes, and if you live long enough, they'll say that about you, too, 'Benetton.'" said Captain Nemesis.

"Tennyson." Ben corrected him.

"If you live long enough."

"Isn't he cute? We're still casting for 'Vampire Summer IV.' Wouldn't he make a great Drake Ula?" ask Jennifer.

"For the last time, I'm happily married with a beautiful Tetramand princess and become a loving father!" grunt Ben.

"Oh, stop that, you're so funny." laugh Jennifer and Ben start growling, having his eyes glowed sky-blue but faded as a man ask them a question.

"How many aliens have you fought?" ask the man.

"Well-"

"Aliens? I ever tell you about the time I went up against **Computron** and his robots from **Dimension 12**?" scoff Captain Nemesis. "That was a _real_ fight."

"I read about that in your book." smile Ben.

"Everyone did, son." smile Captain Nemesis.

* * *

After the party, in the middle of a storm, Captain Nemesis stand near the stairs.

"Simons!" yell Captain Nemesis.

"Yes, sir." said Simons.

"Rescuing Jennifer Nocturne was supposed to put me back on the front page. 'Get the youth market,' you said. 'Trust me,' you said! I did, and now I'm a laughingstock!" complain Captain Nemesis.

"No one's laughing at you, sir." said Simons nervously.

"Did you hear them at the party? It was 'Ben 14 this,' 'Gwen 10 that'! It's like I don't exist." sneer Captain Nemesis.

"They're just fads, sir. Something will come up eventually, and you'll be right back at the top." said Simons.

"I don't want eventually. I want it now." said Captain Nemesis. Simons place his hand on his chin as he got a plan.

* * *

At the parking lot building, Simons stand before Will Harangue's car. Will lower his window.

"Simons. Are we good?" ask Will.

"My client is offering exclusive footage and an exclusive interview afterward, Mr. Harangue. But we want a guarantee of favorable coverage." said Simons.

"Reasonable men can always find an accommodation." grin Will.

* * *

Back at Ben's house, Ben enter through the door and open the door to his bedroom.

"Looma, are you there?" ask Ben "Looma, you better answer me or else!" shout Ben. Suddenly he got punched by Looma and he crash through the kitchen and out into the backyard. Ben shook his head and growl as his wife step outside.

"Fine! We'll do this _your_ way!" growl Ben as he transform into his Anodite form. Looma, wearing her black training bra and purple panties, charge toward Ben and swung her upper punch at Ben but he duck and land a uppercut. Looma remain on her feet and slam her lower fist against Ben, sending him crash into the swimming pool next door. Ben raise up but Looma grab the tree, rip it off the ground and smack Ben into the sky. Ben come dashing down and slam her into the ground, forming a crater. Everyone in the neighborhood heard the explosion and saw the Anodite and the Tetramand battling each other. Ben punch Looma and she went through the house and bore through the street. Ben grab Looma in the mana bubble, lift her up and slam her against the ground. Looma shatter the mana bubble, jump up, dive back down and slam her two left fists against the ground, sending powerful shockwave that destroy the street and send Ben crashing against the other neighbor's house. Everyone record their fight with their cellphones as Ben fire his mana wave and send Looma back but she clap her two set of hands and unleashed a powerful sonic clap. Ben create a shield and withstand it. Looma dug her hands through the street and yank the drain pipe out the ground. She swung at Ben, sending him crashing through the street, he come back flying toward Looma but she slam the pipe against his head and he got buried into the ground. Ben let out a powerful yell and blast the whole street open. He float up and growl at Looma. Looma swung her club but Ben stop it with his mana then thrust his hands and jab Looma, and at the same time, release a mana shockwave, sending her crashing against the car.

During their clashes, Jen come crawling out of her house. She saw her parents fighting.

"Papa? Mama?" wonder Jen. Than her skin turn red and her eyes become complete yellow.

Ben & Looma engage in a tug of war and the ground shatter by their might. Suddenly they got smack by a drain pipe and they crash against the truck. They both become perplexed and look at the attacker. It was a baby Tetramand holding the drain pipe in her hands.

"Jen?!" gasped Ben & Looma.

"Papa. Mama!" chimed Jen as she drop the pipe and morph back in her human form, sit down and start sucking her thumb while gazing at them with a cute innocent eyes. Looma start shedding tears as she walk toward Jen and pick her up with her first set of hands.

"You...call me 'Mama'?" ask Looma. Then she look at Ben, who reverted back to his human form.

"Looma, I'd never backstab you or anything. I love you too much and I won't let anyone like Jennifer Nocturne separate us, right Jen?" ask Ben.

"Goo. Pffffttt!" Jen blow a raspberry when she heard Jennifer Nocturne' name. Looma smile and move closer to Ben.

"Oh, Benjamin, I love you." smile Looma.

"I love you too, Looma." said Ben. "Look away, Jenny. This is private for Mommy and Daddy." smile Ben as he cover Jen's eyes and gave Looma a deep passion kiss then a French Kiss as Looma wrapped her lower arms on Ben's waist and Ben place his right hand on her cheek. Everyone took pictures of them kissing and some wolf whistle them. Ben broke the kiss and look around the neighborhood.

"Guess **Jury Rigg** has a big job to do." smile Ben nervously.

* * *

Meanwhile in a warehouse at the pier, the workers saw a large yellow orb appear in front of them and emerge a large saucer-shaped red robot with three arms and a wheeled leg. Following him are the identical robots but color blue.

"I am Computron." said Computron. "And I claim this world as my own." They bursted out of the warehouse and the robots start destroying things.

"Destroy all flesh and the works of flesh." order Computron. They start shooting eye laser everywhere than Computron slice the boxes with his arms than open his arm to a scissor-like pincer and was about to grab the workers until one of them gasped.

"I don't believe it! It's Captain Nemesis!" said the worker #1. On the crane stands Captain Nemesis. He jump down and land on the box in front of Computron.

"I've warned you metal menaces before- Earth is off-limits." grin Captain Nemesis. Computron swing his arm and Captain Nemesis evade it but Computron counter by slamming him into the ground. He pick him up and toss him away than approach him. Nearby, Will and his cameraman are filming the battle.

"Beautiful. Did you get that?" ask Will Harangue.

"Yeah. But so did they." said the cameramen. They look to their left and spotted another reporter with another cameraman.

"We were promised an exclusive." complain Will.

"It's going out live, sir. Already on the air." said the cameraman. Than something flew pass them. It was Gwen as **Enernite**. She fire her eye laser at the robots but they brush off the attacks and start shooting at her as she dodge them.

"Yeah! Enernite's mana attack can't damage their armor. Time to try something new!" grin Enernite as she drop herself down and press the Ultimatrix symbol, releasing a bright light. She morph into a duplicate of Abyss but she have the Ulimatrix floating inside her chest and her eyes are green.

"**Overflow!**" shout the Aquatain as she splash down on the robot, short circuiting it than she blast the second with her water cannon. She jump up, turn her liquid arms into solid form and slam them against the robot, destroying at once. One robot sneak up on her and fire its eye laser but Overflow split open her body, making the beam went through her and blasted its partner's head. She lasso the robot with her tentacle and hammer toss it at the last robot. She smile than saw Captain Nemesis crash against the warehouse on his back.

"Need a hand, Captain?" ask Overflow.

"I was handling worse than this before you were born, kid." reply Captain Nemesis as he stand up and charge toward Computron. He spin his upper body like buzz saw than thrust his arms at Captain Nemesis but he missed and got stuck. He look down and receive a powerful right cross punch, dismantling his head off. His body fell over and his head hit the ground.

"You knocked...my...block off." said Computron as he power-down. Captain Nemesis stand proud while Overflow walk up and morph back into Gwen.

"Gwen! Gwen, over here!" said the reporter as they rush in. Gwen look at them as he ask a question. "Are you Captain Nemesis' new sidekick?"

"I took out 10 of these things and he only beat one. Maybe he should be my sidekick." smirk Gwen. Captain Nemesis cross his arms and scoff than Will Harangue approach.

"Captain Nemesis, Will Harangue from 'The Will Harangue Nation.' Gwen Tennyson just said you were over the hill and unable to do your job." said Will with a silent grin.

"I didn't say-"

"What do you think of this super-powered juvenile delinquent and her lack of respect for American icons like yourself?" ask Will. A grin appear on Captain Nemesis' face.

"She's not a delinquent, Will. She's just misguided. It's the responsibility of all of us to guide our youth into making better decisions." explain Will. Than he place his hand on Gwen's right shoulder and she gaze at his hand than to him in confusion.

"For instance, since you feel so competitive with me, how about we channel that where it can do some good?" ask Captain Nemesis.

"I don't understand." said Gwen.

"I propose a friendly competition, a contest of heroes. All proceeds to charity, of course." said Captain Nemesis.

"What?" exclaim Gwen.

* * *

At Gwen's house, Kevin, sick in bed, was watching the TV and he caught something on the news. "Uh, guys? You might wanna see this!" shout Kevin while coughing at the same time. Cooper and Julie came and watch the TV.

"_We have a special news bulletin from 4 hours ago. Apparently, it was Ben 14, in his alien transformation, battling a half-naked 12-feet tall female alien with four arms, four eyes and have ebony hair. We got this video from the neighbor who posted it on YouTube and it shows that the battle between them are colossus, destroying everything in their path. _***They display the video of the battle between Ben (Anodite form) and Looma & Kevin, Cooper and Julie remain in awe*** _Of course, nobody was hurt and their battle was interrupted by a baby alien who clubbed them with a drain pipe, which it was 5-feet tall and weighted 62 lb! Then, after some private conversation between them, Ben 14 gave the alien a deep passion kiss, which they both enjoy it. Than five minutes later, Ben 14 repair the whole neighborhood in split seconds. Some witness believe Ben 14 prefer alien women than Earthling girls while some believe he's-_" Julie turn off the TV, just when Ben enter the bedroom to visit Kevin and notice everyone is staring at him.

"What did I do now? If it's about Jennifer, I do-"

"Did you and Looma _really_ had a fight?" ask Cooper.

"Y-Yes. How-"

"Forget it. We don't wanna know." said Julie.

"I do! OW!" yelped Kevin as Julie hit him with a book. Than Gwen enter and explain what happen.

"How could you let that dinosaur trick you like that?" ask Cooper.

"It's for 'charity', he said. Which it sounds good for me." smile Gwen.

"The 'Make Captain Nemesis Look Good At Gwen Tennyson's Expense' foundation?" ask Cooper.

"What do you mean?" ask Ben.

"Remember the kidnappers? Their guns were manufactured by one of Captain Nemesis' companies." said Julie.

"Ah, he owns all kinds of stuff. Just a coincidence." shrugged Ben.

"That doesn't explain why he's paying for their lawyers." said Cooper.

"Hmm, guess you're right. I notice he was a bit on edge when either me or Gwen are around. Then this dual between him and Gwen..."

"Is a trap." Julie finished his sentence.

"Heh, he can't beat me because I have 18 aliens and he's just him." smile Gwen with confident.

* * *

"_America, you're watching a 'Will Harangue Nation' special edition. Let's go directly to my guest correspondent Jennifer Nocturne._" smile Will. Jennifer is at the train yard where Gwen 10 and Captain Nemesis are.

"Thanks, Will. Normally, this train yard is the last stop for the rusted-out hulks." smile Jennifer as the camera pan over and record the workers strapping the armors on Captain Nemesis. He notice the camera and shove his arm away from his helper. Camera pan back to Jennifer. "Uh, today, it's the site of the greatest competition in modern history, between Captain Nemesis and Gwen Tennyson. It's old school versus the new megastar in a duel to see who rules. Our first event - throwing train engines for distance." said Jennifer.

Captain Nemesis lift up a train engine and throw it 12 feet away. It crash and exploded in flames. Everyone cheered and Captain Nemesis smile. Now it's Gwen's turn. She walk behind the train engine and a green light flashes. The train engine got lifted up by a dinosaur.

"**Titanosaurus!** Yaah!" Titanosaurus toss the train engine 20 feet away and crash 8 feet away from C. Nemesis' train engine. Everyone cheered for Gwen and C. Nemesis frown and walk away.

"Wow! That's an easy win for Gwen Tennyson!" exclaim Jennifer in awe.

"_Maybe so, Jennifer, but the next event is about speed, not strength._" grin Will.

Gwen and C. Nemesis stand at the starting point and the workers install the jet engine on C. Nemesis' back.

"You don't have a chance this time, 'Tianamen.'" scoff C. Nemesis.

"I think Sonicboom's faster than anybody." smile Gwen as she press the Ultimatrix core and release a bright green light.

"**Sonicboom!** Oh, man. I mean **Tigra!** Please, Ultimatrix, stop malfunctioning. I promise I'll go slow." said Tigra in a peaceful tone than she heard a starter pistole fired and C. Nemesis took a head start. "Hey, wait up!" said Tigra as she start running on two feet (paws).

"You..can't...beat me!" said Tigra.

"Eat my exhaust." said C. Nemesis as he activate his jet engine and release a blast of fire at Tigra's face, knocking her down as he fly ahead and reach the finish line. He skidded to a halt and everyone cheered. Jennifer walk up to him.

"How does it feel to even up the score?" ask Jennifer.

"Well, Jennifer, this is all in good fun. But the better man did win the race." smile C. Nemesis. Suddenly Tigra pounce at him than she hold up his feet.

"AAH! LET ME TELL YOU SOMETHING, CAPTAIN NEMESIS! NOBODY SHOOTS TIGRA IN THE FACE WITH A ROCKET WITHOUT GETTING A MAJOR BEATING!" snapped Tigra as she twisted C. Nemesis' ankle.

"Aah!" yell C. Nemesis in pain.

"Gwen, what are you doing?!" ask Jennifer in shock. Tigra let go of C. Nemesis and morph back into Gwen.

"Sorry. I get carry away if I get provoked." answer Gwen nervously.

"_Despite Gwen Tennyson's poor sportsmanship, we have a tie, so we're going to a tie-breaker._" said Will.

"The event is simple. These two great heroes..."

"_One great hero and a sore loser._" scoff Will.

"...will test their strength in a tug-of-war using 30 feet of unbreakable carbon-nanofiber cable and this filthy pit full of mud." explain Jennifer.

"_For the loser's sake, I _hope _it's mud_." said Will.

"It's a tug-of-war for all the marbles." chuckle Jennifer nervously. Gwen activate her Ultimatrix and slam the core down, morphing into...

"**Unitaur!**" shout Unitaur.

"Captain Nemesis!" shout C. Nemesis.

"Why are you shouting your name out? It's stupid!" ask Unitaur as she only shout her aliens' name to put fear, not showing off.

"My name isn't 'stupid.' Although, I have been thinking of dropping the 'Captain' part. It doesn't really describe me accurately anymore." said C. Nemesis. Jennifer fire the starter pistol and both heroes grab the cable and pull with all of their might. C. Nemesis pull harder as his gauntlet activate the super-strength function and Unitaur is being pull in until she's almost to the ledge.

"What do you have to say for yourself now?" grunt C. Nemesis.

"I though I could beat you with 50% of my strength, but I guess I was wrong!" grunt Unitaur as she yank the cable and pull C. Nemesis into the mud hole.

"And it's all over! Gwen 10 is the winner!" cheered Jennifer. Everyone cheered and C. Nemesis stood up and look at Unitaur.

"You put up a great fight. But, hey, I wouldn't want to take on my cousin either because he has 45 aliens and I just unlocked 18 for now." smile Unitaur as she offer C. Nemesis a hand. C. Nemesis shove her hand away and walk away in shame. Ben, Looma and Jen are in the crowd and Ben walk up to Gwen.

"Gwen, did you rip off Rath's line?" ask Ben with a smile.

"Sorry, I enjoy Rath's quote too much." said Gwen. Jennifer saw Ben and hugged him.

"Oh Ben! You came here to see me?" ask Jennifer but Ben create a mana bubble around her.

"Read my lips, Jennifer. I'm married! Married to a most beautiful Tetramand princess that no Earthling girls can compared to her & I love her so much. So there is nothing going to happen between us!" said Ben clearly and Looma, revealing her true form, hugged Ben with her lower arms as she hold Jen in her upper arms.

"That was so sweet, Beloved!" smile Looma. Ben remove the mana bubble and left with his wife and daughter. Jennifer remain dumbstruck and confused.

* * *

Will Harangue tighten up his tie in a nervous way as he witness the event which was unexpected.

"I can't say for certain that Gwen Tennyson cheated. That's up to you, the viewer. But I can say this. We've witnessed the fall of a great American icon." sigh Will.

* * *

In the weapon lab of C. Nemesis's tower, stand on a platform with cables attached to his armor while his workers check the status.

"Can you do it?" ask C. Nemesis to his worker.

"Technically, yes. If we remove the suit's inhibitors, we can get an additional 300% output, but-"

"I don't want to hear about the danger! If I'm gonna to make the Tennyson pay, I need more power!" snapped C. Nemesis.

"This is a mistake." said Simons.

"I lost. For the first time in my life, I lost." said C. Nemesis.

"Don't step over the line. It's not worth it." warn Simons.

"I already stepped over it when I freed Computron and his robots from Dimension 12 just so I could save people from them." said C. Nemesis.

"Working with you has been the greatest honor of my life. It's not too late to turn this around and-"

"Get out!" snapped C. Nemesis. Simons sigh and left. "Amp up the suit." order C. Nemesis.

* * *

Gwen & Looma (Human) were shopping in the super-market.

"Hmm... Liver and bacon-flavored baby food? Do they make babies eat this stuff?" ask Looma.

"Sometime." answer Gwen. As they bought their foods and walk down the street, suddenly Looma got blasted by an energy wave and crash against the car, knocking her out cold. Gwen turn around and was about to slam the Ultimatrix core but a hand grab her arm and hold her down.

"Miss me?" grin C. Nemesis evilly and Gwen start sweating in fear.

* * *

In the night sky, Jennifer's helicopter flown by.

"Of course you think I did a great job. That's why you get 10%. I was wondering if I shouldn't try that again. Announcing, I mean." smile Jennifer as she talk on her cellphone. Suddenly she felt a jolt and look outside. She gasped in horror as she saw C. Nemesis flying with his jet engine and push the helicopter to the opposite direction.

* * *

Ben was driving through the street and was wondering if Looma is home yet.

"Call Looma Tennyson-Red Wind." said Ben.

"Connecting." beeped his computer as she start speed dialing to Looma's telephone.

"Hey, Looma, if you're home now, I was wonder if you want to go-" Ben was interrupted by a voice that doesn't belong to his wife.

"Looma can't come to the phone right now. I've got her, as well as your cousin. If you want them back, come get me." said the voice of C. Nemesis and Ben gritted his teeth hard and quickly power slide his car, turn around and head to C. Nemesis' tower. He arrive at the tower and parked his car. He was too angry that he already transform into his Anodite form and teleport inside. Once he's inside, he activate his Megatrix and two spikes grew from the core. He slam it down and release a bright yellow light, morphing into a dark green dinosaur with blue turtle-like shell and a mace on his tail. He wore a helmet with spikes. He wore the evolved Megatrix symbol on his chest. His eyes glowed sky-blue but there are no mana leaking out from any of his body.

"**Mega Humungousaur!**" growl M. Humungousaur. He walk toward C. Nemesis, who is waiting for him and clap his hands.

"Very, very good. Everything we've come to expect from 'Ten Bennyson.'" laugh C. Nemesis.

"RAAGH!" roar M. Humungousaur as he swung his tail and smash C. Nemesis away. He skid across the floor and crash through the bench. He recover on his feet and slide across the water. M. Humungousaur convert his arms into bio-gatling guns and fire a barrage of super-mana bolts at C. Nemesis. C. Nemesis start running at increasing speed toward M. Humungousaur while dodging mana bolts. He run to the other side of the room, jump through the smoke when the mana struck in front of him, slid on the floor and jump toward M. Humungousaur. He thrust his arm with his right hand placed on the forearm and fire a tow cable. It lasso M. Humungousaur and C. Nemesis land on his feet behind him and yank his arm back. He gave a grin but then the former pull the latter and slam him against the wall, head first. M. Humungousaur grab the cable and pull C. Nemesis toward him. He grab him and slam him against the ground.

"WHERE'S GWEN AND MY WIFE?!" snapped M. Humungousaur.

"Right up. And so is Jennifer." grin C. Nemesis. M. Humungousaur look up and saw Looma hanging by the steel cable, tied to her hands, making her unable to remove her ID Mask. Jennifer is on the other end of the cable. They were hangiong by the statue of C. Nemesis. On the head is Gwen, who got tied up and she's struggling to move her hands together to press the Ultimatrix core.

"The movie-star girlfriend and the vicious four-armed behemoth from space. I'm sure there's time to save one of them." smirk C. Nemesis.

"Beloved! Beat the ! &* of that ape!" shout Looma when he just called her a 'behemoth.'

"Help me, Ben!" plead Jennifer. C. Nemesis lift his hand and fire an energy ray that snapped the cable in two, sending them falling. Gwen touch the Ultimatrix core and press it down, release a bright green light

"Looma!" gasped M. Humungousaur as he press the Megatrix symbol and morph into a Ploymorph and has its whole body made of mana-based acid blob.

"**Mega Goop!**" shout Ultima Ploymorph in serious voice as he slime his way under Looma and expanded his body, allowing Looma land safely. Than he morph back into his humanoid form and hold Looma in his arms.

"You saved me." said Looma.

"Of course I did. You're my wife." smile M. Goop as he untied Looma. Looma smile than realized something.

"What about Jennifer?" ask Looma.

"Covered." said M. Goop as they look at their left. Gwen transformed into Battlefly and save Jennifer. Helen Wheeler and Manny Armstrong, in their true form, have arrive, since Ben called them, and Manny grab her in his arms when Battlefly release her.

"Oh...my." said Jennifer as she's felt great being on Manny's arms.

"I've got something Nemesis doesn't - friends." said M. Goop.

"Not for long!" growl C. Nemesis as he thrust his hands and fire twin red energy wave. M. Goop create a powerful mana shield and withstand it. Battlefly charge toward him and ram him against the ground. Manny charge toward C. Nemesis after M. Goop drop the shield. Helen zoom pass C. Nemesis and tackle him than C. Nemesis through a punch at Manny but he caught it with his lower right hand and slam his upper right fist against his face, knocking him down. Manny clutch his upper right hand.

"What's up with him? He's hot." grunt Manny.

"That's not heat you feel, whelp! It's power!" shout C. Nemesis as his armor emanate a red aura and he fire his energy wave again, only become redder and blast Manny against the wall. Helen got distracted when she saw Manny got hit and C. Nemesis grab her arm. She start struggling to break free and accelerate her feet. He lift her up and toss her at Battlefly, knocking her down.

"He feels like a furnace." said Helen.

"Maybe you need an oil change. What do you say you shut that thing off and we can talk about all this?" ask Battlefly.

"Oh, now you're my friend?" scowl C. Nemesis as his armor now emanating lightning aura. "I can' believe I wasted my whole life trying to protect people like you! Captain Nemesis is dead! From now on, call me** Overlord!**" shout Overlord as he strike a pose.

"Ha ha ha ha! Nice one, moron!" laugh M. Goop.

"How about we call you a good therapist?" ask Battlefly. Overlord growl and fire another energy wave. Battlefly created a wall of vines and withstand it but it slowly ignites in flames.

"Every time he uses that thing, it gets hotter." said Battlefly.

"It's a matter of time. It's gonna blow." said Manny.

"Not if I can help it." growl M. Goop as he jump over the vines and slap his Megatrix. The spikes shrink back in and he reverted back into **Goop** than release a yellow light. He land on behind Overlord as...

"**Water Hazard!** I was going for Big Chill or Articguana, but I still think I can cool you off. First, some nice cold water." Water Hazard blasted Overlord with cold water, causing his armor to sizzle. "Than I'll absorb the moisture from the air." said Water Hazard as he absorb the moisture from Overlord's armor, causing his armor to lose the aura and its color, than its start cracking and Overlord gasped and glare at Water Hazard.

"You won't beat me! I can still prove to everyone that I am the hero!" shout Overlord.

"Just be QUIET!" shout Water Hazard as he lost his temper and start pounding Overlord with his vicious punches, shattering his armors and knock him down. He morph back into Ben and grab his collar. "HOW COULD YOU DO THIS?! YOU USED TO BE A HERO! DID YOU FORGET? THIS ISN'T ABOUT THE FAME! IT'S ABOUT HELPING PEOPLE! RAH!" Ben slam his mana-charged punch against Overlord's torso, smashing him through the floor. He ready his other punch but Looma gently grab his hand.

"Benjamin, let it go. He's not worth it." said Looma with a sad look in her beautiful golden eyes. Ben glare at Overlord than exhale deeply. He let go and Overlord pass out.

"I don't know how to thank you, Manny. You saved my life. Have you eve considered-" Jennifer was interrupted by Helen, who tap her scissor-like claws on her shoulder. She gave an angry glare.

"I will peel you like a grape." sneer Helen. The polices arrive and took Overlord away.

* * *

"When you gaze into the abyss, the abyss gazes also into you. While seeking to protect us from a monster, a good man did monstrous things. Another life destroyed by the menace that is Ben & Gwen Tennyson." frown Will Harangue.

* * *

**Axle- End chapter.**

**Ben- Come on, Looma. Let's really make out.**

**Looma- Yes!**

***Ben and Looma ran to the bedroom, shut the door and locked it***

**Axle- Moving to the next chapter as soon as I find my papers.**


	37. Gaia's Fault

**Chapter 37: Gaia's Fault**

**Axle- Finally, Kevin's well again. I need him for this chapter.**

**Kevin- Yeah, let's go.**

**Ben- Hero time!**

**Disclaimer: I don't own any Ben 10 characters. I introduce a new alien here.**

* * *

At the Forever Knight's castle, the Knight answer the door and find a oppossum or rat-like alien who was Gwen and Kevin's old friend and a backstabber.

"Whatever you're selling, we don't want any." said Forever Knight.

"You got a _real_ nice castle here. It'd be a shame if anything _happened_ to it." said **Argit**.

"What are you talking about?" ask the Knight.

"Your home. Your hearth. Your cache of priceless alien technology." answer Argit.

"If you know about that, you also know that the Forever Knights are not to be trifled with." said the Knight.

"I'd never trifle with you guys. In fact, I'm here to help. I'm selling insurance - piece of mind. For just $100,000 a month, I can guarantee that this castle won't fall down." explain Argit.

"Is that some sort of half-baked threat?" ask the Knight.

"Oh, it's a fully-baked _promise_." he reply. The Forever Knight grab him by his jacket and lift him up above his head and pull out his sword. "How do you like _that_? I put out the hand of friendship, and you pull out the sword of not friendship." scoff Argit. Suddenly the ground start shaking and the Knight drop Argit on the ground, who just grinned. The castle start cracking and giant vines burst out from the ground and wrapped around the castle, pulling it into the ground.

"All of this could've been avoided." smile Argit as he walk away. "Tell your friends!"

* * *

At Mr. Smoothy, everyone are waiting on a line to meet Gwen 10 and Ben 14 in person. With Gwen and Ben are Kevin & Looma (Human), holding her baby Jen. In the store, there's a poster of Gwen 10 & Ben 14 waving with a smile and a word bubble that said "Meet us today!" Standing under the headline that said "Meet Gwen 10 & Ben 14 Today Only" stands Gwen and Ben with a reporter and a cameraman.

"Wow, Gwen, looks like quite a big turnout from your fans as well as Ben's fans, the Wanna-Bens." said the reporter.

"Gee, thanks." smile Gwen.

"Thanks, Chet, but the _real_ fans prefer to be called 'Ben Addicts.'" said Ben.

"Wow...they really put 'dumb' into stardom." said Looma.

"Fame turns everybody into a nimrod." scoff Kevin.

"Hey, hey, hey, no pushing. Pick that up! Stay in line! What, were you raised in a barn?" ask the owner as he let the fans to meet the Tennyson duo. Gwen & Ben start signing autograph on the Smoothy cup that have the image of all of their 10 first alien form including Ben's other 4 alien forms.

"Here you go. One for you." smile Ben.

"And you. Oh not forgetting you!" chimed Gwen.

"Some say charity events like this are a poor apology for the _damage_ caused by your various battles." said Chet. Gwen try to sign another fan's cup but he start repeatedly call Ben's name while he turn Chet to answer his question.

"Look, I repair the damage I cause by using Jury Rigg, a little alien devil that can fix, or destroy things within seconds. Beside, did I just rebuild the neighbor after a little lover's fight with my wife?" ask Ben while still hearing the boy repeatedly call his name. Gwen step up with Ben.

"Um, why don't you ask me about the delicious flavors that Mr. Smoothy has for Gwen 10/Ben 14 month instead?" ask Gwen. Ben can't take it anymore.

"WHAT?!" shout Ben as his eyes glowed sky-blue. The boy remain silent than smile.

"Um...I-I'm your biggest fan. But, you know, after all the hype, the Alien X smoothy was a real disappointment." said the boy as he take another slurps. "Kind of tastes like filler."

Ben grab the cub, sign it, toss his pen away and give the cub back to him and he left with a big smile.

"Viewers are concerned about the _destruction_ that seems to follow in your wake." said Chet.

"Destruction? Us? That's crazy talk." laugh Ben. "The idea that I'm some sort of trouble magnet is... Ah, nuts." sigh Ben as he and Gwen saw the Forever Knights outside of the store. They blast the wall down.

"There's a door right there!" shout Gwen.

"For the record, this is a _total_ coincidence." said Ben as he activate his Megatrix and morph into...

"**Articguana!**" shout the Polar Manzardill. Everyone cheered by his transformation.

"Okay, who wants to hold the daughter of Ben 14?" ask Looma and all the girls squeal as they carefully hold Jen. Looma walk up to Ben 14 and remove her ID Mask.

"Let's go, Beloved!" grunt Looma as she crack her knuckles.

"Right!" nodded Articguana.

"Come on, Kevin!" Gwen activate her Ultimatrix and slam the core down, morphing into...

"**Stinkbomb!** It's hero time!" smile the Skunkain.

"Yeah, whatev." said Kevin as he absorb the metal and they drop in defense stance. The Knights charge toward them...then turn to their right. Two of them motion the people to stay back and the other blast the counter into pieces. Everyone cheered and applause. Two of the knights took the smoothy machine?

"Just to be sure we're seeing the same thing, are the Forever Knights stealing a smoothy machine?" ask Stinkbomb.

"Uh...yeah, I think." said Looma.

"Thirsty?" ask Kevin, trying to think what make them steal it for. The Knight was counting the cups than grab the owner by his apron.

"It says Gwen 10 flavors. I only count _nine_ souvenir cups." grunt the Knight as he pull out his sword and slice the poster of Ben and Gwen in half.

"Hey, I was gonna ask the store if I could have that!" exclaim Articguana as he breathe an ice beam on the Knight, forcing him to drop the owner and then tackle him down with a headbutt. Everyone cheered again. "Thank you! I am super-cool." grin Articguana. The Knight #2 & #3 help Knight #1 on his feet.

"Fight!" he order. "If we return to our master without the object of quest, it means our lives!" Two Knights wield their swords and charge toward Articguana but Kevin step in, morph his forearms into sword-like blade and block their attack. He kick one Knight away, block the second's sword, morph his bladed arm into a spiked mace and knock him away. The Knights try to attack Looma but she knock them down with her backhand punches and roundhouse kick. Stinkbomb land a quick attacks than unleashed her gas at their face, knocking them out cold. The Knights fire their laser gun but Articguana block it with his mana shield, created another behind the Knights and slap them flat with both shield. Looma grab one of them and throw him at the others while Kevin protect himself from the Knights. Their leader joins with them.

"We have our prize! Forever Knights...run away!" shout the leader. Articguana try to chase them with Stinkbomb but their fans block their paths, asking for autographs.

"We, uh, really appreciate all the attention, but this is not the best time." said Stinkbomb.

"Gwen, you and 'Freezelizard' combined your powers to stop them!" shout Kevin.

"It's 'Articguana'!" frown Articguana. Stinkbomb jump up and land behind the crowd. She turn around, aim her butt at the Forever Knights and nail them with her powerful gas. The Knights start gagging and coughing by the foul odor than Articguana fire his ice beam and frozen their lower body, leaving them immobile.

"Chill out!" joked Articguana. The Knight press the button on his gauntlet and they teleported away. Everyone cheered of the display and the action. **(They actually think it was all part of the event. -_-')**

"Teleport beam? That's new." said Kevin as he dissolve his metal skin. Looma thank the girls for taking care of Jen and hold her in her upper arms.

"Really? _That's _what grabs your attention, not that they just stole a smoothy machine?" ask Stinkbomb as she morph back into Gwen and place her hands on her hips.

"And the collectable cups." said Articguana as he morph back into Ben.

"Forget the cups. What's next?" ask Looma.

"We need intel. We need someone smart, totally in the know, and wired into the alien underground. We need the best." said Ben.

* * *

At the apartment, Ben rang the doorbell and Mrs. Jones open the door and hold the plate of cookies in her hand.

"Jimmy, your friends are here!" shout Mrs. Jones. "Who wants cookies?" ask Mrs. Jones sweetly. Kevin raise his hand and Ben, Looma, Gwen and even Jen look at him.

"She offered. I'm being polite." shrugged Kevin. Later, at Jimmy's bedroom.

"Forever Knights, huh? I thought you were gonna ask me about the trans-fat conspiracy. The government _wants_ us to get fat so they can sell us new clothes, only in a larger sizes." smile Jimmy.

"Maybe later." said Gwen.

"I also think the Toon channel purposely makes one really bad episode of 'Sumo Slammer' every season to get us to buy more toys." said Jimmy.

"Wait. I bought a goat action figure!" said Ben and Jimmy smile at him.

"Yeah, and Jen is crazy about the action figure. Look at her." squeal Looma as Jimmy, Gwen and Ben look at Jen, who transform into a baby Tetramand again and start playing with the Sumo Slammer action figure and start chewing the toy Ben mentioned.

"Wow, she can transform, just like your wife." said Jimmy.

"Yeah, and she's tough too." smile Ben.

"Okay, nerds, I'm out of cookies. What about the Forever Knights?" ask Kevin.

"I know they've been acting weird for a couple weeks now. Here they are robbing a pizza place, than two days ago, Benny's Burritos." said Jimmy as he show them the videos.

"They've stolen before. What's odd about that?" ask Gwen.

"They didn't touch the money. They only stole pizza and burritos." answer Jimmy.

"Burritos? Weird all right." said Kevin.

"Why don't we just ask them what's going on?" ask Looma.

"The Forever Knights operate in absolute secrecy. To get in contact with one of their leaders would take-" before Ben finished, Jimmy start typing his PC and a video chat open up. The screen show a Forever Knight.

"James, old friend, I'm sorry, but you've picked an ill time to chat." said the Forever Knight and then his room starting to shake and the bookshelf behind him fall down.

"Foreverduke838?" ask Gwen as she read the Forever Knight's Internet name.

"He's awesome at Craft of War. We dominate all of earth." smile Jimmy.

"Sire, we must flee! The beast attack! Our battlements crumble around us!" cried out one of the Knights. The wall behind Foreverduke838 start cracking and debris start falling from the ceiling.

"James, I must go. Do not-" the video chat was cut off before he finished.

"Whoa." said Jimmy.

"We'll need an address, Jimmy." said Ben.

* * *

"This is the place, all right." said Ben as they arrive at what's left of the castle and giant vines rest around them.

"Was the place." said Kevin.

"Someone's destroying the Forever Knights." frown Gwen.

* * *

At nightfall, Ben drive the DX Mark 10 across the street. Looma (Human) sit on the navigator seat with Jen and Gwen & Kevin sit in the back seat. Kevin cross his arms and frown.

"I like it better when _I_ drive." complain Kevin.

"Shh! Go ahead, Jimmy." said Looma while Jen chew on her ebony hair.

"_It turns out _another_ castle was knocked down last month. They say they were remodeling. Yeah, right._" said Jimmy via the video chat. Than Mrs. Jones enter his bedroom.

"_Jimmy, are you ready for gymnastics class?_" ask Mrs. Jones in a sweet tone.

"_I'm not going to gymnastics class! I'm trying to help solve a mystery!_" protest Jimmy.

"_Young man, you _will_ do a healthy physical activity at least four days a week or no computer. Do you understand?_" ask Mrs. Jones.

"_Mom!_" whine Jimmy as he felt embarrassed. Than Mrs. Jones turn off the computer.

"I'll get him back." said Looma. Ben saw something and stop the car.

"Don't bother. We're here." said Ben.

They found another Forever Knights' castle and they have the searchlight active and guards on the ledges. Ben, Looma Gwen and Kevin step out from the bushes.

"I can't believe you two brought the baby with you." whisper Gwen.

"All the sitters are busy, we can't leave her alone." answer Ben. Looma look around and realize the security are tight.

"So, stealth is out." said Looma.

"We aren't any good at stealth anyway." shrugged Gwen. She activate the Ultimatrix, select her form and slam the core down. She release a bright light and morph into...

"**Raptor!**" shout Raptor than she took off to the sky. She start flying around, drawing attention to the Knights. They open fire and Raptor easily dodge the laser. Ben, Looma with Jen, and Kevin ran out of the bushes and run toward the entrance. Ben create a mana bolt and toss them at the Knights above, knocking them out in one shot. Raptor thrust her hand and psychic push the Knights in the water but one remain hanging on the ledge of the bridge. The Knights start bringing up the bridge but Looma jump up and land on the bridge and, because of her weight, cause the bridge to pull up very slowly. Ben create a mana platform and levitate both him and Kevin up. They step on the bridge and slide down with Looma. Kevin touch Knight's hand and absorb his armor's metal and force him to fall into the water. They reach inside than Looma, using her upper arms since Jen is on her lower arms, and Kevin ripped the bridge off and toss them at the Knights. They storm through the hallway and stop when more Knights arrive. Before they attack, someone shouted.

"Guys!" Raptor & Kevin got wide-eyed as they recognized that voice. Than four Knights arrive, carrying a couch where Argit is resting and wearing a crown and a robe & hold a scepter. They place him down and the Knights stand in line on both side while the two former bend down on their knees.

"Argit?!" exclaim Kevin & Raptor.

"Who?" ask Ben & Looma.

"Goo!" chimed Jen as she clapped her hand.

"Put down the hardware, boys. These are my friends. Go clean my room. It's a pigsty in there." order Argit. All the Knights start grumbling as they obey him and walk away.

"Great to see you guys, except that kid and that Tetramand behemoth." said Argit.

"WHAT?!" snapped Looma as she ready her fists but Jen start crying.

"Waahhh!" cried Jen and Looma quickly comfort her.

"Shhh! Mommy sorry, Jen. Mommy didn't mean to scare you." said Looma calmly as she rock her baby slowly.

"Watch your mouth, rodent! Nobody, and I mean nobody, dare to call my wife 'behemoth' and gets away with it!" growl Ben as he ready his mana but Raptor stop him.

"Easy, Ben. This is Argit, an old _friend_ we met a few years back. He backstabbed us and left us behind when we enter a rough argument with the Arachinchimps for the engine parts for the Rust Bucket II." explain Raptor as she glare at Argit. "And Argit, this is my cousin, Ben Tennyson, his wife Princess Looma Tennyson-Red Wind and their daughter, Jennifer Heather Tennyson-Red Wind."

"Uh-huh. Whatever. Nice dig, huh?" ask Argit as he gaze around 'his' castle. Than he snapped his finger and the four Knights, who were bowing, lift his couch up and move him closer to the Alien Force.

"All right, Argit, what's the scam?" ask Kevin as he dissolved his metal skin.

"Yeah, and it better be good because we still haven't forgive you for abandoning us on Planet Aranhascimmia." growl Raptor.

"Scam? Oh, I'm-I'm hurt. Deeply hurt that two old friends like you would think badly of me, especially after I've gone to all the trouble of collecting the _money_ I owe you." said Argit as he snapped his finger and a Knight brough a box filled with money to Kevin & Raptor.

"Hello, beautiful." said Kevin as he grab two bundle of money and smell the money's aroma.

"Kevin!" said Raptor. Kevin look at Raptor and quickly put them back.

"Right. There's got to be a catch." frown Kevin as he cross his arms. "Look, you know I love money more than anything in the world."

"What did you say?" ask Raptor in a ice-cold tone. Kevin quickly answer when he heard her tone.

"_Almost_ anything in the world, but you'd better start telling us what's really going on here." said Kevin as he charge in, absorb the stone from the floor and grab Argit by the robe. "And I mean right now!"

"You don't want to take that approach with me." said Argit as he narrow his eyes.

"Why not? You're overdue for a beating." growl Kevin as he ready his fist but suddenly the ground burst open and two giant vines grab Kevin and lift him up as something emerge from the ground. Kevin let go of Argit and he fell back on his couch. It was a tall, female alien made of rocks and tree bushes. She have meadow green hair and pink eyes.

"Kevin, Gwen, meet my new best buddy, Gaia." smile Argit. Gaia hold Kevin with her vines and Kevin jab her chest twice but she hardly felt it and command the vines to crush him.

"A little help here!" grunt Kevin as his body start cracking.

"Why don't you get your _money_ to help you?" ask Raptor as she cross her arms and frown with one eyebrow up.

"Okay, that's enough." Looma put down Jen on the corner than charge toward Gaia. She swung her fist at her face and jabbed her, shatter her face but she regenerated and land a backhand punch, sending her flying against the wall. She hit hard on her back and fell on the floor. Ben trapped Gaia in a mana bubble but Gaia start vibrating her body at high-speed and shatter the mana bubble.

"Stop! Please stop! Don't get her angry!" warn Argit.

"Grrr!" growl Gaia than she got blasted by a mana ray from someone. She look around and saw Jen with her eyes glowed pink. Her angry expression revert back to her kind expression.

"Oh, who is this cute adorable little baby? Oh look at you!" cooed Gaia as she pick up Jen and Jen start laughing. "Oh, who is this baby Anodite belong to?" ask Gaia.

"Ugh...she's our daughter..." grunt Ben as he stand up and Looma stood up also.

"Wait, why you called her 'baby Anodite'? She's a Human-Tetramand Hybrid." said Looma.

"Well, she's 1/4 Anodite, 1/2 Tetramand, and 1/8 Human." smile Gaia as she tickle Jen. "And for showing this baby, I guess I understand you guys are friends."

"Whew, you had me worry there." said Argit.

"Sorry." said Gaia as she let go of Kevin. He crawl to Raptor and the others and stand up while he absorb the stone to repair his skin.

"I'm gonna feel that tomorrow." moan Kevin.

"I found her a few weeks ago. Poor gal, she was confused when she was surrounded by city. Now we're best bud." smile Argit as he hold his hand, motion her to give him a high-five. She gave him one gentle.

"Yep. Argit told me how the Forever Knights used alien technologies to many innocent aliens when they come to Earth so I destroyed them one by one. And these pizza are so delicious and so does the burritos but they gave me gas for some reason. Than we enjoy our smoothies!" smile Gaia as she give Jen back to Looma.

"Gaia can move through rock like we walk through air. She can make earthquakes, command plants to do her bidding and can manipulate rocks." explain Argit. Raptor activate the Scan Mode and her Ultimatrix symbol emitted a yellow light and scan Gaia.

"UNCATALOGGED DNA ACQUIRED. SCAN COMPLETE!" chimed the AI than Raptor morph back into Gwen.

"I don't like the way you're doing I think you're doing." frown Ben.

"And what's that, smart guy?" ask Argit.

"Making the Forever Knights work for you." answer Kevin.

"Making them? No. They _chose_ to work for me so nothing bad happen to their nice castle. I'm providing a service." answer Argit.

"This is totally wrong. You're using poor Gaia!" frown Gwen.

"Huh?" ask Gaia.

"Using her? I'd never do that since she feel very protective with the nature. So if someone hurt a tree or a little flower in her presence, she will unleash her wrath. She is the true Mother Nature, y'know? Beside, she likes it here with me." explain Argit.

"You're a dirtbag. Just because somebody's dumb enough to trust you, I-"

"Do you mean Gaia or _you_?" ask Argit. Kevin gritted his teeth in rage.

"You know what a concrete fist tastes like?" ask Kevin as he ready his fist and approach Argit but Gaia step in the way and growl at him.

"Face it, Kev. No one can match up against my big buddy. Not the Knights, not you. How about a smoothy for the road? That's a hint. I'm telling you to get out of my castle." shout Argit.

"Yeah, we got that." said Ben. Than the door was swung open and enter a Forever Knight with black hair and black marking on his eyes.

"Hey. What's your damage, lunkhead? Nobody barges into my castle." complain Argit.

"Your castle? So, this is your castle, is it?" ask the Knight.

"It sure is. Who the heck are you?" ask Argit.

"I am **Sir Dagonet**." said Sir Dagonet. The Knights start murmuring to each other.

"What's your angle?" ask Argit again.

"My angle? You mistake me, vermin." grunt Sir Dagonet as he ready to pull out his sword.

"Now, w-wait a minute, big fella. Let's not get hasty." said Argit in a nervous tone.

"I, Sir Dagonet, am here to restore the honor of the Forever Knights, which you have sullied with your alien filth." said Sir Dagonet as he thrust his sword up.

"Shouldn't have sullied him, man." said Kevin.

"I bring you our justice and righteous anger. You will be thrown in chains and taken to the Forever King's dungeon for your inquisition." said Sir Dagonet.

"Grrrrr!" growl Gaia while Argit start thinking.

"So, bottom line, you want me to stop being king of this castle and instead go live in a dungeon?" Argit think for a while than reply, "Yeah, I'm gonna say 'No, thanks.' See, all these Knights in here, they work for me. Now you come in here and you try to tell _me_ what to do? I say, you and what army?" ask Argit.

"Knights!" shout Sir Dagonet. The Knights quickly turn against Argit and the others and aim their weapons at them.

"That army." said Ben. Argit look at Sir Dagonet than to Gaia, who become scared because she feel outnumbered. He dart forward, push Gwen and Ben aside, and drop on his knees.

"I'm saved! Thank goodness you're here." shout Argit.

"What?" ask Sir Dagonet as he got confused of sudden change of Argit's behavior.

"These guys are controlling a monster to take over your territory, and they made me the patsy, putting me on a throne and forcing me to wear this ridiculously soft and luxurious robe to make it look like I'm the one in charge." explain Argit, or lied.

"WHAT?!" exclaim everyone.

"If you think anyone's dumb enough to believe that-" before Kevin finished, Argit fire multiple quills and stab Gwen, Ben, Kevin, Looma and Gaia & they fell unconscious.

"Waaaahhh!" cried Jen, who was sitting on Looma's belly as she become afraid and saw her mother and father pass out.

"I hope you didn't mind my act. I had to be rude with you in front of the-you know, the masterminds. But I was s-so happy to see you striding in." smile Argit as he took off the robe, place down his spector, fold it neatly and hold it up.

"Were you?" ask Sir Dagonet with a grin.

"I can't believe they sent you, Sir Dagonet, the greatest warrior ever born. I totally knew who you were. I mean, who doesn't? We're pals now, right?" ask Argit as he chuckle nervously.

* * *

They throw Argit into the cell and he slid eon his back than quickly stand and ran toward the door as they close it and lock it.

"This is nuts. I'm the victim here!" exclaim Argit.

"Though I find you loathsome and would gladly slay you if I came upon you in the woods, you and your compatriots shall have your day in front of the high inquisitor." grin Sir Dagonet as he walk away.

"Hey, wait. W-What's gonna happen to Gaia?" ask Argit.

"The monster? We're Forever Knights. We slay monsters." smirk Sir Dagonet as he walk away.

"You can't do that to my meal ticket. I mean my friend." said Argit.

"Do any of your schemes ever work?" ask Gwen. Argit turn around and saw Gwen, Ben, Kevin and Looma glaring at him.

"Hello, my scheme saved your lives. If you guys had busted into action when Knighty McKnighterson came in, we'd all be dead." scoff Argit as he walk up to them.

"I think I still have one of your quills in my butt." said Kevin.

"Ohh. I'm surprised your money didn't protect you." mock Gwen as she cross her arms and look away.

"Is she ever gonna drop that?" Kevin ask Ben.

"Nope, never." grin Ben. Than a cup smack Kevin's head.

"Hey, stop arguing and get us out of here. You don't want be inquisitioned, do you?" ask Argit,

"Not our problem. You're the one who knocked down their castles." grin Kevin.

"Forever Knights hate everything alien. That includes you guys. After they kill Gaia, we're next." said Argit.

"They're doing what?" ask Gwen in shock.

"Yeah, yeah, Dagonet said they're gonna execute her summarily, and that's the worst kind. We have to save him! Please! *sobs* She's my best friend." begged Argit.

"Where's Jen?!" ask Looma.

"That baby who doesn't stop crying? I think Dagonet plans to execute her too." answer Argit. Gwen and Kevin grab Argit and pull him away as they saw both Ben and Looma start trembling in rage.

"They even...kill inoccent babies?!" ask Looma in rage.

"That's it! This time...This time these Forever Knights ARE GONNA PAY!" roar Ben as he transform into his Anodite form. Looma slam the door down and the Knights turn around and they got blasted into ashes by Ben's mana wave.

"Let's go!" growl Ben as he and Looma charge down the hallway with Gwen, Kevin and Argit following.

* * *

In an open room, Gaia got strapped down by the wooden bar that bind her down. She look at Jen, who is still crying.

"Jen, be brave." whisper Gaia and Jen stop crying as she look at her. "I know you're scared but your Mommy and Daddy will rescue you, I promise." said Gaia.

"Papa? Mama?" ask Jen. In front of them are Dagonet and the Knights, with their alien-based sonic gun.

"In accordance with Forever Knight law, any alien who dares to set foot or claw or pseudopod upon our planet shall be executed. The charges are as follows." As he continue reading, the Alien Force peek over from the wall. Ben and Looma saw Jen and started growling while Gwen try to calm them down.

"For once Argit wasn't lying. They're planning to shoot Gaia and Jen." said Gwen.

"Well, I got other plans." said Kevin. Argit try to sneak away but someone step on his tail and stop his track. He look over his shoulder and saw the heroes glaring at him.

"Where do you think you're going?!" snapped Ben.

"I was scouting our escape route, taking point. That's the most dangerous position, you know." said Argit but they stay glaring at him.

"Look, Gaia had a great run, but no one lives forever. And we'll always remember her in our hearts." said Argit but Looma grab him by his jacket.

"Listen to me, Argit! I don't mate Benjamin four time in the row, both day and night, suffer mood swings, eating, vomiting and backache for 8 months, than went through labor for 4 hours of pain just so I can see my baby died before my eyes! So you're coming with us, and you can stay on point!" shout Looma as she toss Argit into the room and land on the table with the money. The Knights glare at Argit.

"The space vermin." said the Knights.

"Hi, guys. Remember all the fun we had with the smoothy machine and everything? You wouldn't shoot me, right?" ask Argit than they point all of their guns at his face.

"**Swampfire!**" shout someone and the Knights look at the source of the voice. Coming toward them is a female Methanosapien. "I don't think so." said Swampfire as she thrust her hands and release a flamethrower-like blast. The Knights move away and manage to dodge the flames. Sir Dagonet shove the knights away and grab the sonic cannon. He turn it around and fire the sonic blast at Swampfire, who has the Knight on her grip but Ben block it with his mana shield than slam his fist against the ground, unleash a humongous shockwave that knock Dagonet away.

Kevin rush to Gaia, absorb the stone wall and free her. She than hugged Kevin.

"Thank you so much! I'm sorry for crushing you." squeal Gaia.

"Uhh! All right, girl." grunt Kevin as she is hugging him too hard. Dagonet grab the sonic cannon and fire it again at Swampfire, knocking her back. He fire it again at Ben and knocked him against the wall. He reverted back to his human form. Looma bash all the knights away from her and charge toward Dagonet but he blast her against the pillar and she drop on her knee. She look up in anger as Dagonet grin at her.

"This way, Gaia." said Kevin as he carry Jen and Gaia follow him and Argit. Dagonet saw them.

"Justice shall be carried out!" shout Dagonet as he fire the sonic cannon at Gaia, knocking against the wall. Looma stood up and grab him with her first set of arms and pull him close so she can face him face-to-face.

"You called this justice?! You were about to kill my daughter! That was inhuman!" roar Looma as she start punching Dagonet with her second set of arms than throw him against the wall. Ben stood up and gritted his teeth.

"You want an explosion?! I'll give you explosion!" growl Ben as he activate his Megatrix, rotate the ring dial and slam the core down.

His body becomes covered in black and grey armor, his forearm become a bulked arm with three squared finger and a hole on each palm. His head becomes circular with two small horn and he wore the Megatrix symbol on his chest.

"**Badaboom!**" shout the new alien. He thrust his hands three times and fire multiple micro-Badaboom at Dagonet, resulting huge explosion and knock him back. The sonic gun hit the ground and got broken. Dagonet pick it up and saw the damage.

"Ruined. But there's still a way to use it to kill the beast." Dagonet remove the handle and press a button. It start repeatedly emitting sonic wave and the whole area start shaking.

"That thing's set on self-destruct. We need to clear out of here." exclaim Kevin.

"Knights, to me." order Dagonet and the Knights stop fighting Swampfire and gather around Dagonet.

"There's no escape for the guilty. The sentence will be carried out on all of you." shout Dagonet as he slam the sonic gun on the ground, accelerating its sonic wave. Dragon grinned at them. Badaboom chuckle evilly.

"Funny, I should saying that to you." grin Badaboom as, unbeknownst to the Forever Knights and Dagonet, several micro-Badaboom has attached themselves on their back, about 400 micro-Badaboom on them. They teleported away and Swampfire look at the others.

"You guys go. I'll wrap up the cannon in vines to muffle the explosion." said Swampfire.

"Good idea. Gwen can stay." smile Argit.

"Won't matter. The discharge from the cannon's AR-9 power cell will take out five square miles." said Kevin.

"I'll do it." said Gaia.

"What? No!" Swampfire denied Gaia's suggestion.

"I can do this. You guys wanted to save me from Vengeance but if you died, there's no one who can stop Vengeance and Aggregor. I have to do this." Gaia walk ahead and pick up the cannon. She look back at everyone. "Good-bye, little Jen. You grow up and be a strong Tetranite **(Anodite-Tetramand)**. And Argit, thanks for all the fun we had." smile Gaia as she start spinning like top and burrow underground. Everyone quickly run to the exit and the whole castle collapsed on them. Swampfire punched her way out and Badaboom emerge with the others in a mana bubble. Then they morph back into Ben and Gwen. Argit dig his way out and dust himself off. Than he start digging for something.

"O-Oh, no! I lost everything. Do you know how much money I had in there?" ask Argit then receive a punch from Kevin, knocking him back. He look up and crawl backward as Kevin stand before him.

"She trusted you. She loved you. And what did you do? You used her. You used her feelings for you and...now she's gone." said Kevin as Gwen try to hold him back.

"Sometimes I just don't get you, Kevin. None of you." scoff Argit.

"No, you wouldn't." frown Gwen. Argit stood up and left. They walk over to where the castle once stood.

"Gaia use her earthquake powers to set up countervibrations that absorbed most of the blast. She saved us." said Kevin as he hang his head. Gwen hugged him as she felt the same.

"She saved everyone." said Ben.

"*sniff* Bye-bye, Gaia. *sobs*" Jen start crying and Looma & Ben got wide-eyed of what she just said.

"Poor Jen. She just made a friend and now she lost her." said Looma as she hugged Jen. Than Gwen saw a huge smoke rising from the distance, about 100 miles from their position.

"What's that?" ask Gwen.

"A little revenge." smirk Ben. "I rigged 400 micro-Badaboom on the Forever Knights and now they're dead and their main castle are in ruins. Let's hope Forever King gets that message."

* * *

Later, Vengeance arrive with a device to locate someone. Her device beeped faster on one spot so she absorb the rock and lift the debris. She lift up the last debris and reveal Gaia, who got very badly damaged. She slowly open her eyes and saw Vengeance.

"V-Venge...geance... It doesn't matter if you absorbed all of us...Gwen 10...will defeat you...and your brother..." groan Gaia.

"Spare me with your empty threat." scoff Vengeance as she grab Gaia, lift her up and teleport into her ship. She throw Gaia into the stasis tube and close it. She look at Gaia, Solaris, Angel and Abyss.

"Four down and one to go. Than I'll be coming after you, Aggregor." grin Vengeance evilly.

* * *

**Axle- Hey, Looma, can I hold Jen?**

**Looma- Sure you can.**

***I pick up Jen and hold her in my arm***

**Looma- Now give her back.**

**Axel- Seriously!?**


	38. Fused

**Chapter 38: Fused**

**Axle- Begin the chapter.**

**Ben- Aren't you going to say something?**

**Axle- I forgot my line but still, I'm waiting for any reviews of new alien ideas.**

**Disclaimer: I don't own any Ben 10 characters.**

* * *

In the Tennyson-RedWind house, Ben and Looma are sleeping their bed, with the baby bed attached to the right side of the bed where Jen is asleep. It was dark and stormy night. **(A/N: One of the cliché ever used for century)**

Jen woke up by the lightning and was about to cry until she saw something. She gaze at the towering silhouette and she frown as her eyes turn complete yellow, her skin turn red than she grew a second pair of arms and eyes. The mysterious figure did not notice Jen and proceed to lift his fist to attack Ben and Looma.

"RAAR!" growl Jen as she stand up and caught the figure's fist than push him back, crashing against the wall. Ben and Looma woke up with start.

"What was-" grunt Ben as he and his wife look around and saw the mysterious figure. It was a tall female bio-organic robot with blue-glowing torso and blue eyes. She stood up and charge toward Ben and Looma but Jen jump toward her and tackle her, crashing through the door than the window and they crash against the ground. The robot push her away and stood up firmly. Jen somersault and land on her feet. Even for a baby Tetramand, she already become powerful enough to stop a big robot's fist. Than Jen's four eyes start glowing pink and fire four mana ray at the robot but it created a force field and withstand it. She began to laugh evilly but Jen charge the robot and start pounding her with her punches.

Ben, wearing his black shirt and white boxer, and Looma, wearing gold bra and panties, ran outside and saw Jen pounding the robot.

"Jen?!" gasped Ben as he and Looma try to stop the robot but she blast Jen with a whirlwind cannon and she bore through the grass, She stood up and created a mana-constracted slingshot, using herself as a missile. She launch herself and tackle the robot again, smashing the wooden fence, knocked over a BBQ grill that struck the gas tank, ignited and release an explosion. Jen & the robot continue flying over the grass, smash through another fence and they bounce on the ground twice. The robot broke free and step away from Jen as she converted her arms into sonic cannon and blasted Jen. When the smoke cleared, there was a shallow hole but no sign of Jen. She look down and Jen jump up and ram her two left fists against her face, sending her flying into the swimming pool and got electrocuted, than lost consciousness. She remain floating in the pool and Ben & Looma catch up. Jen just sit down and morph back into her human form. She look up and saw her parents.

"Mama! Papa!" chimed Jen as she gave a cute baby smile. Looma and Ben look at Jen, than at the robot than at each other, exchanging surprised glance.

"What...is that?" ask Ben as they look at the robot again and it started to rain as lightning strike and the thunder echoes the sky.

* * *

In Los Soledad, at one of the warehouse, Ben & Looma, who got fully dressed, stand in front of the stasis shield where the robot has been holden. With them are Gwen & Kevin, who they called a few minutes ago. They left Jen to Ben's parents for safekeeping. The robot woke up and groan in pain.

"Uhh...Where have you taken me?" ask the robot.

"Welcome to Los Soledad,abandoned top-secret research lab and gateway to nowhere." said Kevin.

"I'm Gwen Tennyson, this is my boyfriend, Kevin Leven, my cousin, Ben Tennyson and his wife, Looma Tennyson-Red Wind. I find it hard to believe that their daughter, Jen Tennyson-Red Wind, who was 1½-year-old, defeated a big alien robot like you." said Gwen.

"Oh. I know who you are. You're the one who helped Vengeance recapture my friends. Abyss, Solaris, Gaia, Angel. She has them all now." growl the robot.

"Whoa. Calm down, Sparky." said Gwen.

"My serial number is 685-ZX but you can call me **Mecha**." scowl Mecha.

"Okay, fine, _Mecha_, your friends are all safe. The Plumbers took them back to their home planets." said Gwen.

"Wrong! You led Vengeance right to them, and the Plumber' sad fate is also on your hands." hiss Mecha as she place her hands on the stasis wall.

"Vengeance?" ask Looma.

"Angel told us about her, remember? She's the enemy those aliens were iding from." said Gwen.

"She can absorb things just like me." said Kevin.

"Ah, you're an Osmosian, too, eh?" ask Mecha.

"Yeah?" ask Kevin.

"Then you should know this; when he catches me, she will absorb my powers and those of other four prisioners. That combination will make her the most powerful being in this galaxy. I overheard Aggregor plans the same way with the Orishan, Geochelone Aero, Prypiatosian-B, Talpaedan and the Amperi." explain Mecha.

"**Water Hazard, Terra Spin, NRG, Armodrillo and AmpFibian's** species!" exclaim Ben.

"Then we can't let that happen. Work with us, Mecha. Help us stop him." said Gwen.

"A most generous offer. I accepted." smile Mecha. Gwen gaze at her for a while than reach her finger to press the button but Kevin stop her.

"And you are trusting her why?" ask Kevin.

"Because she knows how Aggregor operates and because we don't have a lot of time." said Gwen as she shove her hand off Kevin's grip and press the button. The stasis shield drop and Mecha growl.

"We certainly don't." growl Mecha as she fire her center energy beam from her torso and blasted them away. Mecha stand before them. "I have the ability to predict future event and I can see when it came to it, you'd turn me in to save yourselves!" growl Mecha.

"You're wrong!" said Ben.

"We wouldn't!" denied Gwen.

"But I really feel bad about it." said Kevin and Looma slap him on the back of his head. "Ow!"

"I rest my case." scoff Mecha. Gwen sit upright and her Ultimatrix start beeping. She lift her arm and the Ultimatrix flash yellow.

"UNCATALOGGED DNA SAMPLE DETECTED!" beeped the AI. They all stand up.

"You see? _That_ is how Vengeance found the others. She used that Ultimatrix of yours as a homing device! But this time I will destroy it before she finds me." growl Mecha as she converted her arm into a focused energy cannon and fire an electrical beam. The Ultimatrix release a focused-scan beam and intercept her attack. They both start clashing and the energy start merging, creating a bubble sphere and blowing force around them. The sphere grew larger than exploded and push both Mecha and Gwen backward. Gwen skidded across the floor and hit the wall on her back hard. Kevin, Ben and Looma search for sign of Mecha but she's gone and there was blasted marks on the floor. They went to check Gwen.

"Gwen, talk to me. Gwen?" ask Ben with worry. She responded with a cough.

"Where's Mecha?" ask Gwen.

"She's gone." answer Looma. As Kevin help Gwen up, her Ultimatrix start crackling with green sparks.

"And I think she messed up your watch." said Kevin.

"That's great. Things cannot get any worse." sigh Gwen. Suddenly the ceiling caved in and crash on the floor. The dust cloud slowly subsided and standing before them is Vengeance!

"Oh, yes, they can." grin Vengeance. Gwen quickly try to activate the Ultimatrix but nothing happen. She keep trying but nothing.

"It's not working." said Gwen in frustration.

"Keep trying. We'll stall." say Ben.

"Welcome to Los Soledad. How may we help you?" ask Looma.

"I have come for 685-ZX." said Vengeance.

"Who?" ask Kevin.

"685-ZX! She's a Robosapien, my prisoner." growl Vengeance.

"Hmm. Do you know anybody named 685-ZX?" ask Ben.

"Nope." smile Looma.

"No. Doesn't ring a bell." Kevin shook his head.

"Well, maybe _this_ will refresh your memory!" snarl Vengeance slam her fist and release a shockwave at them but Ben create a mana shield but it shatter by impact. Ben counter by throwing multiple mana bolts but she easily dodge them and throw her punch but Looma caught her fist and start crushing her hand but Vegeance use her free hand to punch Looma and send her crashing against the wall. Kevin absorb the metal from the machine and slam his fist against Vengeance, knocking her back. She stood up and grin.

"You're out of your depth, hatchling." grin Vengeance.

"Look, you don't scare me. I'm an Osmosian just like you." said Kevin.

"True, but you're half-Earthling so you're not even close." smirk Vengeance as she absorb the metal from the machine behind her and morph her hand into a giant mace. When Kevin charge closer, she swung her mace and smack Kevin against the wall hard than she slam her fist against his chest, causing him to sink inside the wall and made him pass out.

"Hey, ugly!" shout Ben as he fire his mana wave at her and knock her against the machine. She grab the console and absorb the electricity. She stood up and swung her hand from the ground to the air, sending electrical shockwave that blasted Ben away. Gwen kept slapping the core than it turn on.

"It's about time." said Gwen than she start rotating the ring dial but it kept displaying the same hologram form. "Robosapien, Robosapien-Robosapien? That's it? Okay. It'll have to do." Gwen slam the core down and release a bright light.

The green sphere travel strongly through her bloodstream as her cell start sparking and she become a green-highlight silhouette floating in mid-air. Her cells accelerate as she merged with a new alien DNA. Her body becomes covered in mechanical armor than her face, She wore the Ultimatrix symbol on her chest.

"**Elemental!**" shout the Robosapien but something is different; the Ultimatrix symbol is not glowing and her eyes are blue, not green. Vengeance charge toward Elemental but she converted her arm into sonic cannon and blasted Vengeance away. Than she converted her both arms into flamethrower and whirlwind cannon. She fire them at once and blasted her with a flaming tornado. She look at Ben.

"Ben, teleport us out!" said Elemental. Ben nodded, transform into his Anodite form and chanted the spell. He created two mana-based whirlwinds and they teleported away.

"Blast it. I got cocky." grunt Vengeance.

* * *

They arrive at Kevin's warehouse and they land on the ground.

"Everyone here?" ask Ben as he reverted.

"Yes, Beloved." said Looma.

"I'm here." said Kevin.

"Me too. Problem is Vengeance won't give up. She'll come after us." said Elemental. "And when she does, you had better be ready." said Elemental, whose voice suddenly sound like Mecha.

"What do you mean, 'you'?" ask Ben.

"'We.' We meant 'we.' _I_ meant 'we.'" said Elemental in her original voice. She turn away for a bit as she notice she acted strange. *_That was weird._* thought Elemental.

* * *

In Vengeance's ship on Earth's orbit. Vengeance gaze at her prisioner and become angry, as she capture the others so quickly, now she's having diffucult time to catch Mecha.

"Lock on to Gwen Tennyson's Ultimatrix." order Vengeance.

"Unable to locate." answer the drones.

"Impossible! She didn't leave the planet! Lock on Ben Tennyson's Megatrix!" shout Vengeance.

"Unable to locate. Megatrix is made of Galvan and Anodite's materials. Its mana block our sensor." answer the drone.

"GRAH! I don't care! Find them!" shout Vengeance.

* * *

While Ben and Looma take a nap on the couch, Kevin is checking the Ultimatrix's status in his laptop with Elemental.

"What makes you so sure Vengeance will come after us again?" ask Kevin.

"Mecha said Robosapiens can predict future event, handsome. So I have a hunch she will come after us." said Elemental.

"Maybe she'll go back to chasing Mecha." said Kevin.

"We don't even know if Mecha's still alive, or function in robot's terms." said Elemental.

"Married couple over here, trying to sleep." shout Ben as he and Looma resume sleeping.

"Sorry." whisper Elemental.

"Let's get the Ultimatrix up and running again." said Kevin as he crack his knuckles.

"No. Let's not." hiss Elemental in Mecha's voice again. Elemental than whisper to herself.

"Mecha, is that you?" ask Elemental quietly.

*_Trapped in your Ultimatrix, yes. As long as the device is offline, I will gain access to find a suitable form for me to use it against Vengeance _if_ you don't plan to backstab me._* explain Mecha.

"Better come up with a better plan. It's hero time!" shout Elemental as she start slapping the Ultimatrix symbol but nothing. Ben woke up cranky.

"Gwen, seriously! Trying to sleep!" frown Ben as Looma woke up and smack Ben with her pillow.

"Shut up, Beloved." moan Looma.

"Now look what you mean me do." scoff Ben.

"It's Mecha! I hear her in my head!" explain Elemental.

"Really?" ask Kevin. Ben's eyes glowed sky blue as he scan Elemental's body, which her eyes turn sky-blue in response.

"She's not kidding. I can sense Mecha's essence inside of her." said Ben. "It's like they're sharing the same body."

"I call dibs!" chimed Elemental.

*_Oh, let's bring up laugh. Ha ha ha. If you Alien Force promise you won't backstab me, I'll let you reactivate the Ultimatrix, but if you lied, than I will take over the Ultimatrix _and_ you!_* growl Mecha.

"She's trying to take over the Ultimatrix unless we promise not to backstab her." said Elemental.

"We promised." said Ben.

"Me too." said Looma.

"So do I. I don't want any happen to my sweet angel." said Kevin.

"Aww." sigh Elemental.

*_Okay, I accept the promise._* said Mecha.

"Okay, I'm about to hack into the Ultimatrix and force a reboot." said Kevin as he pull the dust cover off and reveal a large machine. Kevin connect the power plugs on the machine and transfer the machine function to the power coils. Kevin absorb the tire's material and hold up the other end of the plugs. He walk up to Elemental and stab it on the Ultimatrix symbol.

"GYAAAAHHH!" scream Elemental and Mecha in unison as she release a huge blinding green light. As the light faded, stepping out of the smoke was Mecha holding Gwen by her arm. Kevin grab Gwen and she look at him with a smile. She look at her Ultimatrix.

"SYSTEM RESTART IN PROGRESS." beeped the AI.

"Thanks." said Gwen.

Suddenly the ceiling caved in and the debris crash on the floor. Emerging from the dust cloud was Vengeance.

"Again with the roof! You never heard of using the door?" ask Kevin. Vengeance just punch Kevin and he went through the garage door and he crash against the ground. Looma charge toward Vengeance but she land a pressure point on her waist, shoulder and neck, knocking her out cold than she kick her away.

"LOOMA! You ask for it!" Ben activate his Megatrix and slam the core down. He release a bright yellow light.

His whole body transform into a living radioactive entity with the Megatrix symbol on his chest. Then the Megatrix created a anti-radioactive armor around him with another Megatrix symbol on the chest.

"**NRG!**" shout the Prypiatosain-B.

"Oh, you have P'andor's DNA." grin Vengeance.

"RAAAAGHH!" NRG fire a powerful radioactive beam from his visor and blast Vengeance against the wall. But Vengeance absorb the energy and she charge toward NRG and land a powerful punch, sending him flying and crash against the wall. He morph back into Ben and fainted. She glare at Gwen.

"Surrender, 685-ZX." order Vengeance.

"Over my dead body!" growl Gwen as she look at her Ultimatrix.

"REBOOT COMPLETE! ALL SYSTEMS AVAILABLE." chimed the AI. Gwen slam the Omnitrix core and release a bright light.

"**Hunter!**" shout the Sotoraggain. She pull out her energy sword and charge toward Vengeance. She swung her sword but Vengeance caught it and shatter it with her bare hand. She grab Hunter's face and slam her against the machine and toss her away. Hunter look up and saw Vengeance is going to attack Vengeance.

"Run!" shout Hunter.

"You kept your promise. I'm glad. Now I will give you what I have saved! Now, you three, run away!" shout Mecha as she grab Vengeance and charge up her energy. Hunter quickly slap the Ultimatrix and morph into **Enernite** and run toward Ben & Looma.

"Feel my powers, Vengeance! RAAAAHHH!" scream Mecha as she unleashed an explosive wave and Vengeance got wide-eyed.

Kevin stood up and got knock back when the warehouse got destroyed by a huge explosion. The trio went flying out in a mana bubble and shatter when it hit the ground. Ben & Looma stood upright and hugged each other. Enernite stood up and morph back into Gwen.

"Where's Kevin?" ask Ben. They look ahead and saw Kevin standing in front of the flames. They walk up to him.

"At least I don't have to worry about getting the roof fixed." said Kevin.

"What happened to Mecha?" ask Ben.

"She gave herself up for us, Ben." said Gwen.

"She did?" ask Looma.

"What do we do now?" ask Ben.

"Nothing to do. Vengeance has all five of the aliens. Game's over." said Kevin.

"It's not a game, and it's not over. _I'm_ going to stop her. The Ultimatrix has scanned all five of the aliens, and I'm going to use their powers to save them." frown Gwen.

* * *

**Axle- Well, Gwen got Overflow, AurorAngel, Mother Nature, Solar and Elemental.**

**Ben- Yep. And she will used their powers.**

**Gwen- I will save them, no matter what!**

**Axle- Leave some reviews, guys.**


	39. Ultimate Vengeance

**Chapter 39: Ultimate Vengeance**

**Axle- Hey, sorry for the delay. I got occupied for somethings like getting ready for me to go to collage and stuff. I'm just waiting for them to tell me if they accept me so I'll be sending more chapters before this gets slower.**

**Ben- On with the chapters!**

**Disclaimer: I don't own any Ben 10 characters.**

* * *

In the middle of the wasteland late at night, Vengeance walk across the area with Mecha in a stasis. She place the panel down and deactivate the stasis field. She fell on the ground, with her arms and legs bounded in energy cuffs.

"We're here, machine." sneer Vengeance.

"When I get out of these bonds..." growl Mecha.

"In these bonds or out of them, it's all the same- I defeated you and I absorb your powers and added to my own." growl Vengeance as she hold up a remote and press a button. The spaceship appear from above.

"Now I'm going to remove these bonds so we can teleport up to my ship. You _better_ not do anything stupid!" threaten Vengeance as she grab the bonds and absorb its energy, deactivating it at once. Than she heard a voice.

"Vengeance, this is the Plumbers." shout the voice and Vengeance got surprised and search around. Suddenly all Plumbers' Ships and the Plumbers appear uncloaked and surrounded her.

"Raise your primary manipulation organs into the air! You are surrounded." shout the Magister with a bullhorn. "You think you can assault the Plumbers and just walk away?"

Vengeance raise her hands up than smirk. "Yes, I do!" Vengeance press the button on her remote again and her ship fires a barrage of laser cannons at the Plumbers, blasting them away while she and Mecha teleported away.

"No!" gasped the Magister as he quickly run to the broken down Plumber's ship, jump inside and mount the laser turret.

Vengeance arrive inside with Mecha placed in the stasis tube. She walk to the control room and sit on her seat.

"Fastest course to Osmos V." order Vengeance.

"Plotted. Hyperdrive spinning up." reply the drones. The ship's turbines start revving up and the Magister activate the turrets.

"You're not getting away again." grunt Magister as he press the trigger and start firing the rapid-shots of laser at the ships. He succeeded of destroying the engines.

"Gah! What's happening?!" ask Vengeance.

"We're under attack. Hyperdrive has been destroyed." answer the drones.

"DAMMIT! GET US SOMEPLACE AWAY FROM HERE!" roar Vengeance in rage that she smash the control panels with her fists. The ship fled with its engines in flames.

* * *

In that same night, Kevin, Gwen, Looma, Jen and Ben are at the parking lot of Mr. Smoothy.

"Well?" ask Gwen. Ben hold up the smoothie cup with one hand, shook the cup in circular motion than take a peek through the hole of the cap.

"Acceptable color. ***He sniff the smoothie twice*** Good balance. ***He place the straw into the cap of the smoothie cup, than took a sip of the smoothie***" Ben kept on tasting the smoothie that Kevin roll his eyes, Gwen shook her head and Looma giggle a bit.

"Oh, come on." complain Kevin. Ben gave a "wait for a sec" hand gesture and finally gulp down the smoothie.

"Full-bodied and smoky with a delightful finish." smile Ben as he took another sip. "I give the new all-meat smoothies five stars." **(A/N: Ever since Ben first taste the smoothies, he wanted to taste all the flavors including the new ones, and the one he's allergic of, the peanut-flavor smoothie. I think he lied about been allergic of peanuts.)**

"I can't believe you just drank a-a-a..."

"Lamb and sardine?" ask Ben as he finished her dialogue. **(A/N: Did I mention Ben now has his grandfather's weird taste bud and enjoy eating alien foods?)**

"Yum!" smile Looma.

"Lamp-and-sardine smoothie. That's disgusting, even by your standards." exclaim Gwen in disgusted tone.

"Huh. Guess you don't share Grandpa's taste bud. Who knew cricket antennas, bat wings and goat's eyes taste so good?" smile Ben.

"Delicious!" Looma agreed and Jen just suck her thumb.

"I'm going back for a blueberry. You want one, Gwen?" ask Kevin as he toss his smoothie away.

"Please." said Gwen as she toss her smoothie away.

"Come on, Kev. It's good for you! They're, heh, _man_ food." chuckle Ben.

"Meat smoothies aren't man food. A meat smoothie is pretty much the definition of baby food." explain Kevin while Ben continue drinking. He stop and think for a bit.

"Now that you mention it, I knew it reminded me of something." said Ben. Gwen start laughing. "What?"

"You're eating baby food." chuckle Kevin.

"You want a bottle with that?" ask Gwen. Looma and Gwen collapsed in laughter and even Jen start laughing at her father. Ben smile and join in the laugh,

"How come we never do this anymore?" ask Ben.

"It is! *gasps* It's him! It's Ben 14!" squeal the girls as they arrive than reporters and cameramen arrive and start taking pictures of Ben and Gwen as well as the others.

"That's why." answer Gwen.

"I know I've got a laser cannon in here somewhere." said Kevin as he search through the trunks of his car.

"Quit kidding around. Get the car started." order Gwen as she jump in the Rust Bucket II.

"No. I'm staying right here until I finish this smoothie." said Ben as he slam the Megatrix core and release a bright yellow light.

His arm grew bulked and gain four blue claws, his body become hunch-backed with dorsal fins and his face morph into a reptilian face. His teeth sharpen itself, gain black marking on his complete green eyes and gain white gills on his neck. He gain black bodysuit with white cuffs and pants. He wore the Megatrix symbol on his chest.

"**Articguana!**" shout the Polar Mandarzill than he slap the Megatrix symbol, it grew two spikes and turn counterclockwise. It release a yellow light that travel across his body. His skin turn white-ice, his gills become black and his dorsal fins become larger. His eyes glowed sky-blue and his cold breath has mana-like aura on it. "**Mega Articguana!**" shout the Ultima Polar Mandarzill. He put down the smoothie cup down and he inhale deeply. His dorsal fins start flashing mana-like energy arc and his eyes glow brighter. He breathe a powerful ice beam that create a huge wall of ice in front of the fan girls and reporters. It started snowing and M. Articguana morph back into Articguana then back into Ben. He pick up the smoothie and start drinking but he stop.

"What's wrong?" ask Looma.

"Moment's over. Beside, it's too cold out here." answer Ben as he hold the cup upside down. The cap and straw fell off than the smoothie slide out, frozen solid. Than Gwen's Ultimatrix start beeping. She hold it up, tap the core and it display a hologram of Max.

"Grandpa Max, we're all here. Trouble?" ask Gwen as Kevin, Looma and Ben gather around.

"_I wouldn't have called you otherwise. It is a school night._" said Max.

* * *

Ben, with his eyes glowed sky-blue, scanned the area for manas.

"What do you got?" ask Max as he place the blanket over the Magister as Kevin walk ahead.

"It's like he said, Vengeance was here." answer Ben.

"We set a trap for her, brought four squads of our best men. She took us down like we were nothing." said the Magister.

"I sense the missing aliens were here, too. Mecha, Angel, Solaris, Abyss. Even Gaia was here." said Ben.

"She's alive?" ask Looma.

"Gaia?" ask Jen than she smile and clap her hands happily as she struggle to get off her mother's arms to crawl on the ground. Looma put her down and she crawl around happily than she stop in confusion. Her eyes glowed pink and she look around in confusion. "Gaia?" ask Jen again.

"She was an hour ago." answer Gwen.

"These are Vengeance's footprints. She must have brought Mecha with her. She stopped here to call her ship down." said Kevin as he walk toward the Plumbers' wrecked ships. "You can see where the Plumbers waited for him. Cloaked?" ask Kevin.

"Yeah. She didn't suspect a thing." answer the Magister.

"But she was ready anyway. ***He look up to the sky*** Her ship fired on you guys from above. ***He walk to the debris*** Looks like radiation scoring on the debris. Tachyon cannons, probably. And over there... ***Kevin walk to the glowing ground and the others follows*** look at where the sand's shiny. That's from the transmat beam she used to travel up to her ship." explain Kevin as he turn around and saw everyone exchange surprised expression.

"What?" ask Kevin.

"It's just that you're, uh...?"

"Smart." said Gwen in awe as she finished Ben's sentence.

"Kid, I have never seen anyone work a crime scene like that. You got a future in law enforcement...on one side or another." said Max.

"I've got to save those aliens from Vengeance." said Gwen.

"She's halfway across the galaxy by now." said Max.

"Not in that ship she isn't. I shot out her hyperdrive. It was barely flying." said the Magister.

"Then it's leaking muon neutrinos. We can probably track it." said Kevin.

* * *

After Looma leave her daughter in care of her grandmother, Verdona, Kevin drive the Rust Bucket III through the sky then the computer start beeping.

"Told you." said Kevin as he point at the radar, showing a red dot.

"We're only a few hours behind Vengeance's ship." said Max.

"Probably less." said Kevin. "At the rate it's leaking, she has to land for repairs."

"But you've got a couple minutes to talk to me in private, right?" ask Gwen.

"Sure. Think you can manage not to crash her for five minutes?" ask Kevin as he follow Gwen to the hanger.

"Sure, it's like driving Looma's ship." smile Ben.

"But you did dented the left wing of my ship." grin Looma and Ben frown.

* * *

"What?" ask Kevin.

"I've never seen you work on anything as hard as you're working on this case, except the time when my prototype Omnitrix was set to self-destruct." said Gwen.

"That's bad?" ask Kevin.

"Oh no, nothing like that. It's just that...you're worry about something." said Gwen.

"Vengeance and this Aggregor are Osmosian, like me. Maybe I just feel responsible." said Kevin.

"I know how you feel, Kevin. I sometime feel responsible for the re-captures of these aliens, even after I promised...them...I...will keeped them safe from..." Gwen start sobbing heavily and covered her face with her hands. Kevin gently pull her hands down and slide his finger under her chin. They start gazing each other than Kevin gave her a gentle kiss on her lips.

"It's not your fault. We never knew she was using your Ultimatrix to find them. Now let's go and stop her." grin Kevin. Gwen smile gently and hold his hand as they walk back to the others.

"I was about to come looking for you kids." said Max.

"We're closing on Vengeance's ship." said Ben.

* * *

They trek through the woods and stop to hide behind the rocks and trees.

"It's this way." said Ben.

"Keep it down, Ben." whisper Max.

"What's the point? No way Vengeance didn't see the Rust Bucket III coming." said Ben.

"We were in stealth mode." answer Gwen.

"Ben's right. They saw us." said Kevin as the drones appear.

"Of course my Beloved is right." smile Lomma as she remove her ID Mask and morph into her true form.

"Ambush! Hit'em hard!" order Max as he start shooting and Kevin absorb the rock. Gwen slam the Ultimatrix core and morph into...

"**Enernite!**" shout the Anodite as she start throwing mana bolts at every drones.

"You ask for it!" Ben slam the Megatrix and morph into...

"**Eatle!**" shout the beetle-like alien and devour the rocks nearby than fire a powerful laser from his horn, blasting the drones. They return fire and Enernite protect herself with the mana shields. Than Kevin charge toward the drones, ignoring the pains they inflicted him, enlarge his fists and punch every drones away. Eatle slam his fist against the ground and release a rock wave, blasting the drones away. Enernite start backflipping on the mana platforms, spring jump up and start spinning like a top, firing a barrage of mana bolts down at the drones. She land firmly and slap her Ultimatrix symbol, morphing into...

"**AurorAngel!**" shout the Harmonisapien as she swing her arms apart and fire a series of moonlight arrows at the drones. Eatle ram the drones away and slap the Megatrix symbol, morphing into...

"**Lodestar!** Yes! Finally I get the chance to use Gwen's best alien! Bad news for you guys." smile the male Lodestar. The drones approaches him and Lodestar grab two of them with his magnetkinesis and slam them into each other. AurorAngel blasted them with her moonlight beam than saw the drones coming with a turret.

"Timber!" shout Kevin as he pushes the tree down, smashing them at once.

"They're just stalling us until Vengeance can get her ship working again." said Max.

"Not gonna happen." said Lodestar as he create an electro-magnetic barrier around him and tackle all the drones in his path.

"Wait for us!" shout AurorAngel as they follow. Lodestar arrive at the LZ, drop the shield and levitate his way up to the hanger.

"Ben, wait. It's a trap!" warn Max. Suddenly the ship release a chain of devastating explosion, release a huge mushroom-shaped orange smoke with flaming ring. Smoke turn black and flames rest beneath it. The smoke subside to reveal a moon-star shield. It was lifted by AurorAngel, who used it to protect herself and the others. They look ahead and saw everything are in flames as well as the remain of the ship.

"Oh, no..." gasped Max.

"BELOOVED!" scream Looma. Suddenly small bronze objects start levitating around than gathering together and morph into Lodestar.

"Ben! How did you-" Lodestar press the Megatrix and morph back into Ben.

"Magnets. For what it's worth, you were right about the trap thing." answer Ben. Looma grab Ben and hugged him tight as she cuddle Ben's cheek with her cheek.

"I almost thought I lost you!" cried Looma. Ben hugged her back to comfort her.

"It wasn't necessarily intended for us. It was for any Plumbers who came to investigate." said AurorAngel as she morph back into Gwen.

"Which raises the question: Where's Vengeance?" ask Max.

* * *

In Los Soledad, Vengeance and her drones arrive at the abandon warehouse...by blasting the wall down, of course. They approach to a device, covered in dust sheet as her device start beeping rapidly.

"This is it." grin Vengeance as she remove the dust sheet and reveal the device as a large circle-shaped stone with two power nodes. "This will help me with my goal. Heh heh. I beat you to it, brother. Bring the prisoners here!" order Vengeance.

* * *

"Nothing. I can't find a trace of her." grunt Kevin as they drive in the Rust Bucket III.

"Ben?" ask Gwen. Ben stood up and focus his mana, causing his eyes glowed sky-blue. It stopped glowing.

"Nothing. Sorry." sigh Ben.

"It's okay. We'll just have to find another way to track Vengeance." said Gwen.

"Kids? We got company." said Max. A jet plane appear beside and fly with them.

"I think they want us to pull over." smile Kevin.

* * *

In NASA base.

"Grandpa? This is-"

"Good to see you again, Colonel Rozum." greet Max. **(A/N: I know I wrote General before but since they didn't call him by names or rank names, I don't know what rank he is)**

"Wish the circumstances were better, Max." said C. Rozum as he & Max exchange handshake.

"You know _everybody_." said Ben.

"Since you kids helped us get our nuke back from that alien, the Air Force assigned me to handle all of the weird stuff." said C. Rozum.

"Weird stuff?" ask Looma (Human).

"Aliens, monsters, UFOs. My new case has all three. And a time machine." said C. Rozum as he open his briefcase. "Back in the '50s, the U.S. Government made a failed attempt to build one." explain C. Rozum as he hold up a pile of papers.

"In Los Soledad." said Gwen.

"That's classified information!" exclaim C. Rozum.

"We know a lot of stuff we're not supposed to." shrugged Kevin.

"Do you know that, three hours ago, someone set off the old security system? We sent troops to investigate, but they're being kept away by these." C. Rozum show them the pictures of the drones.

"They belong to Vengeance. We're working the same case." said Ben.

"That facility is under a red seal. If my men can't retake that base, my orders are to destroy it." said C. Rozum as he close his briefcase than Prof. Paradox appear.

"That would be a major error. Or is that a 'Colonel' error? I'm not very good with rank." said Prof. Paradox.

"How'd you get in here?! Where's my-" C. Rozum reach for his gun but it's gone.

"I took it from you before I arrived. Disgusting things." said Prof. Paradox as he hold up his gun with two fingers than toss it away.

"It's okay, Colonel Rozum. He's a time traveler." said Gwen.

"Professor Paradox. Hello!" greeted Prof. Paradox as he handshake C. Rozum.

"He's helped us out before." said Ben.

"But only in the worst cases." said Gwen.

"Yes, and here we are. Vengeance intends to use an entropy pump, the power source of my old time portal, which was not, by the way, a 'failed experiment.' She intends to use it for her own purposes, which lean toward the nefarious." explain Prof. Paradox.

"All the more reason to bomb the place." said C. Rozum.

"If you start dropping bombs on an active entropy pump. the results would be disastrous, as in, 'destroying reality for a distance of several light years' disastrous." said Prof. Paradox.

"Why don't you just go back in time and destroy the engine or something?" ask Gwen.

"Traveling in time weakens the fabric of space. The reality in Los Soledad is already paper-thin." said Prof. Paradox.

"So you can't go there yourself." wonder Max.

"No. In any case, I have other business demanding my attention, even more crucial, a long time ago, in a galaxy, far, far away." said Prof. Paradox.

"You cribbed that from those movies." chuckle Kevin.

"I'm a time traveler. How do you know _I_ won't eventually say it first?" smirk Prof. Paradox.

"All right, Gwen. You and your team can give it a try, but if you fail, I've still got my orders." said C. Rozum.

"A word, Kevin Ethan?" ask Prof. Paradox.

"Sure." said Kevin.

"There's a limit to what I can tell you. Things will get worse before they get better, Kevin." said Prof. Paradox as he and Kevin move away from the others so they won't hear. "I'm sorry."

"What are you talking about?" ask Kevin, with worry tone in his voice.

"Try to remember who your friends are." advise Prof. Paradox.

"Hey, if you're giving out free future advice, I want some." smile Ben.

"I could tell you not to lean against the chronal randomization barrier, but I know you won't pay attention." said Prof. Paradox.

"Don't lean against the what?" ask Ben.

"Precisely my point. Good luck, all." said Prof. Paradox as he open the time portal and left.

"Your friends are strange." said C. Rozum. Gwen look at Ben, Looma and Kevin than smile.

"Yeah, we are. Who wants to go save the world?" ask Gwen and they all raise their hands. "But we're dependable." said Gwen.

* * *

At Los Soledad, Gwen peek over the wall and saw many drones. She drop back down when Kevin ask her.

"How's it look?"

"Like the killer-robot showroom floor." scoff Gwen.

"The Air Force has pulled their troops back, but they're at our disposal." said Max.

"They'll just get in our way, Grandfather." said Looma.

"Good call, my Princess. With no soldiers around, we can go all out." grin Ben as he activate his Megatrix, rotate his ring core and slam it down, morphing into...

"**Armodrillo!**" shout Armodrillo. Looma remove her ID Mask and morph back into her true form.

"Four Arms!" giggle Looma and Armodrillo shook his head with a chuckle. Kevin absorb the metal from his plane and gain green metal skin, Max armed himself with his energy guns and Gwen activate her Ultimatrix and morph into...

"**Swampfire!**" shout the Methanosapien than she slap the symbol, four spikes grew out and release a green energy across her body. "**Ultimate Swampfire!**" shout the Ultima Methanosapien. She splash the wall with her blue liquid-like flames and melt it down, forming a huge hole for them. U. Swampfire charge in and throw a fire bomb at the drones, blasting them away. Armodrillo mana-charged his arms, slam it against the ground and unleashed a mana shockwave, blasting the drones apart. Kevin morph his hand into a mace and bash two drones. Looma grab two drones, slam them together and toss them at the others, destroying them in progress. Max saw two drones and they open fire but he quickly dodge roll and they shot each other. Max aim his guns, fire at the pole and send it crashing on the drones. A surveillance camera spotted them as a huge explosion blasted the drones away.

"At the rate we're going we'll be inside before Vengeance even knows we're here." smile U. Swampfire.

At the control room, Vengeance saw what's happen and, not wanting to damage the panels, punch the wall instead, leaving a mark on it.

"I need more time!" growl Vengeance. She wore a headband and send out a telepathic command to the five aliens and send them outside via teleporting. They arrive outside.

"They got out!" exclaim U. Swampfire. "Hey, girls, we came to rescue you!" The aliens response by snarling

"Uh, guys?" ask Armodrillo.

"Easy, girls. It's me, Gwen." said U. Swampfire. Solaris fire a solar heat ray from her eyes and blasted U. Swampfire away and she crash on the ground. "And you don't care." grunt U. Swampfire. Armodrillo slam his hand on the ground and send out a tremor but Gaia slam her fists down and summon a more powerful tremor that overpower Armodrillo and send him flying. Abyss harden her fists and attack Kevin as he try to avoid her punches. He punch her face but she open her face wide and he missed & Abyss spew water sprout at Kevin, sending him backward and crash against the house.

"What's wrong with them?" ask Kevin in a grunt. Angel fire a moonlight beam at Looma and she quickly guard up to withstand it but since the moonlight shine on her, it's too much for her.

"I-I know! You told me Angel only fight in self-defense?!" shout Looma as she slowly being pushed back. Mecha spray acid at U. Swampfire and it's hurting her.

"ARGGH!" she quickly slap the evolved Ultimatrix and morph into...

"**Acid!** It's the headbands. We've seen them before. They're for mind control." said Acid as she absorb the acids from Mecha and spray right back at her but she put up her force field.

"Forget winning the fight. Get those headbands!" order Max as he fire his energy guns at Abyss' head while she's fighting Kevin and she splatter into a puddle of waters. She morph back to her humanoid form but lost her headband.

"What happened? How did I-" before Abyss said anything else, she disappear.

"Did you just waste Abyss?" ask Kevin.

"Vengeance must have transported her away." answer Max.

Mecha switch her arm cannons into lava-base and blast Acid. Her armor got half-melted and start leaking acid. She grab her with her claws and release a discharge of electrical burst.

"GYAAAAAAHH!" scream Acid as she drop on her knees. Looma got engulf by the moonlight beam than she shot her eyes open and slam her hands with all of her might. She unleashed a powerful straight-forward sonic clap that pushes back the beam and blasted Angel away, shattering her headband. She crash against the wall than disappear.

"ARGH!" grunt Acid as she slap the Ultimatrix symbol and morph into...

"**Nano-Mech!**" shout the Human/Nano-Chip as she flew away and Mecha become wide-eyed. "Float like a butterfly, sting like a bee!" grin Nano-Mech as she fire her eye laser and shatter the headband and Mecha vanished.

"O-o-o-o-o-ow!" shout Armodrillo in distorted tone as Gaia wrapped him tight with her vines than unleashes powerful tremors on him. Armodrillo slap his Megatrix and morph into...

"**Scorch!**" shout the humanoid firewall, releasing a heat wave and snapped the vines out. She charge toward him but Scorch slam his fist against her forehead and shatter the headband as she got knock backward than disappeared. Than Solaris is about to burn Max's face off but he duck and she blasted the wall down, revealing the secret room where Veneagance is. Before Solaris attack again, she got splashed by a huge wave of water and cause her body to sizzle and release steams. She turn around and she got blasted by Scorch, shatter the headband and disappear.

"That's all of them. We're going in and remember that our first priority are to stop Vengeance before she activate that entropy pumps!" said **Overflow** as they march inside. They found Vengeance as she activate the machines.

"All right, Vengeance, it's over." shout Overflow. She turn around and got surprised.

"You gain Abyss' DNA to become an Aquanite?! Bah, no matter. You see, I was going to take them back to Osmos, but you've force me to improvise." scoff Vengeance.

"You're overloading that entropy pump. In few minutes, it'll blow!" warn Max.

"So what?" scoff Vengeance. "I'll absorb all of these five aliens than I will be unstoppable and bested my brother." grin Vengeance.

"Then we'd better stop you now." growl Looma.

"You can't beat us all." frown Scorch as he toss a fireball and struck Vengeance.

"I WILL BEAT YOU! I WILL KILL YOU ALL!" snapped Vengeance as she place her hand on the time portal and start absorbing the energy.

"You can't do that! You know what it'll do to you!" warn Kevin.

"I know absorbing energy will cause insanity but my brother mocks us Osmosian women that we are weak so he forced me to do this! That's why my name is _Vengeance_!" growl Vengeance as she place her hands on the nodes and start absorbing the five aliens' powers. She start glowing in purple light and she start grunting in pain. The force of her absorbtion was too much the reality shatter like glass. They felt a powerful force pushing them back but Scorch create a mana shield.

"What's happening?!" grunt Scorch.

"The entropy pump's giving out." answer Max. "If we don't shut it off..." Kevin struggle to walk toward the portal but the pressure is too strong and his metal skin shatter like glass.

"The closer I get, the harder it pushes. I don't think I'm gonna make it!" grunt Kevin.

"I will!" shout Looma as she charge toward the portal, push Vengeance away, which interrupted her progress and double-jab the time portal, causing it to power down. Everything and the reality return to normal.

"Good work, Looma." said Max.

"I'd have gone for the 'off' switch, myself." said Kevin as he place his fist on his open hand.

"There's an 'off' switch?" ask Looma in confusion.

"Guys, the aliens are gone." exclaim Overflow as she point at their stasis pods which it was empty.

"That's because my plan succeeded!" shout the voice of Vengeance. The device fall over and Looma step away from Vengeance. Everyone gasped in horror.

Vengeance has transformed! She got the Robosapien's legs and forearms, Terrasapien's torso/stomach, Solarnite's right arm and eyes, Aquanite's left arm and face and Harmonisapien's wings and hair, which turn liquid and has their moon-star hairpin.

"Now bow before **Ultimate Vengeance!**" boomed U. Vengeance.

* * *

**Axle- We're doom...**

**Ben, Gwen, Kevin & Looma- WELL, DON'T JINX US!**

**Axle- I'm just kidding. I'll send the Alien force to your location. Leave reviews, people! :-)**


	40. Map of Infinity & Forge of Creation

**Chapter 40: Map of Infinity & The Forge of Creation**

**Axle- *sigh***

**Ben- What's wrong?**

**Axle- Oh! Uh...nothing. It's just that the university didn't accept me so I'm a little down.**

**Gwen- Sorry to hear that but hey, there's still hope!**

**Axle- Guess you're right, begin the chapter.**

**Disclaimer- I don't own Ben 10 characters**

* * *

"Mwah ha ha ha! Finally I absorbed the powers of all five female Andromeda aliens! Now not even my brother can defeat me!" laugh Ultimate Vengeance evilly.

"No... I've failed..." gasped Overflow.

"You're not going to get away with this- HUH?!" gasped Scorch when U. Vengeance blast him with a wave of water than tap it with her tesla coil, electrocuting Scorch. "GYAAAAAHHHHHH!" scream Scorch as he fell unconscious and morph back into Ben.

"BEN!" gasped Looma. "You MONSTER!" roar Looma as she charge toward U. Vengeance but she slam her fists into the ground and unleashed a mega solar-moonlight shockwave, blasting Looma against Ben and send them crashing through the wall and continue crashing through the houses until they crash against the wall.

"I. Will. KILL YOUU!" roar Overflow as she spray her water at U. Vengeance but she drank it up and spew sizzling water at her, causing her body to vapor.

"Gaahh..." moan Overflow as she morph back into Gwen. Max and Kevin try to attack her but she slap them with her vines.

"YES! I BEATEN YOU ALL SO EASILY!" laugh U. Vengeance.

* * *

"Ooh, isn't she the cutest?" cooed Verdona as she tickle Jen. She start giggling until she stop and her eyes glowed pink. "What's wrong?" ask Verdona.

"What is it, Magister Verdona?" ask Manny as he, Mina, Rosy and Julie gather around her.

"I don-" before she answer, Jen's body emanate pink-magneta aura and swing her arms, creating two mana whirlwinds and they disappear.

* * *

They appear in front of U. Vengeance and she got surprised but she smirk.

"Ah, more flesh to soften my knuckles." grin U. Vengeance.

"What?! A mutated Osmosian?!" gasped Rosy.

"Gaia? Gaia?" ask Jen as she drop herself off from Verdona's arms and levitate on the ground. She look around than notice U. Vengeance's torso/stomach look similar to Gaia's.

"You're looking for Gaia? Well, too bad. I absorb her and she's gone, forever! HA HA HA HA!" laugh U. Vengeance. Jen start crying when she heard that.

"Gaia...Gaia gone...bye-bye...? Waaahh!" cried Jen.

"Verdona, what are you doing here?!" ask Max.

"I don't know. Jen just did the teleportation spell!" explain Verdona. Jen turn around and saw her Aunt Gwen and Uncle Kevin unconscious and, using her mana, she saw her father and mother unconscious too.

"Wahhhh!" she cried again.

***_Insert Song: Blow Me Away_***

"Stop crying, you despicable baby!" snapped U. Vengeance as she splash some hot water at Jen, burning and drowning her.

"You're hurting her!" gasped Julie in horror.

"You monster!" shout Rosy as she fire her solar ray at U. Vengeance but she absorb it. She gasped as she recognized that technique. Verdona pick up Jen and she was motionless.

"How...could you.. YOU KILLED MY GREAT-GRANDDAUGHTER!" screamed Verdona in tears and Ben & Looma heard her scream.

"Jen?!" gasped Ben. Looma start crying and Ben transform into his Anodite form.

"RAAAAAAGGHHHHH!" roar Ben as he charge toward U. Vengeance. They crash out of the warehouse and Ben engage battle against U. Vengeance in the sky. "YOU. KILL. MY. DAUGHTER?! I'LL KILL YOU!" roar Ben as he repeatedly jab U. Vengeance than slam her down into the ground. He start firing multiple mana bolts at the ground, destroying everything in his sight. Than U. Veneagance emerge undamaged and charge toward Ben, who was in shock.

"Is that your best? HA!" U. Vengeance neck chop Ben into the ground, burrowing through the ground until he crash against the warehouse. Since she's outside, the moonlight start increasing her power level to its highest. She thrust her hands and fire two moonlight arrows at Ben, knocking him out and reverted him back into Human. She warp in front of Verdona and throw her punch at her but, suddenly, Jen's little baby hand thrust up and caught her fist.

"WHAT?!" exclaim U. Vengeance. Jen open her eyes and glare at U. Vengeance as she float out of Verdona's arms. Looma came in and saw Jen.

"Jen?! You're alive!" gasped Looma in joy.

"How can a baby weakling survive that!?" exclaim U. Vengeance.

"You...made...Gaia...go...bye-bye?!" snapped Jen as she release a blast of mana aura. She start glowing very brightly and start growing in size than grew a second pair of arms. "You...killed...GAIA?!" shout Jen in a mature voice.

"An Anodite..." mutter U. Vengeance. Jen appear as a mature red-hot pink Anodite with two pair of eyes and arms, her hair is red-violet flames as well as four flames emanating from her shoulders and hips. She is still holding her fist so she snapped her wrist.

"GYAAHH!" scream U. Vengeance as she knee down and hold her hand. She look up and Jen jabbed her very hard, sending her flying backward and crash on the ground, shattering it by force.

"I don't believe it, Jen just accelerated her age." gasped Max.

"I thought Hybrids can't do that?" ask Gwen.

"She can't! It's too much for her to withstand." said Verdona.

U. Vengeance stood up but got blasted by Jen's mana shockwave and she crash into the warehouse. She burst out as she flap her wings and head up. Jen create a mana barrier and charge toward U. Vengeance, tackling her three times than slam her two set of arms against U. Vengeance, sending her crashing against the ground.

Ben regain conscious and saw what's happening.

"Of course... Jen is the Ultima Tetradite! The evolved form of Tetramand-Anodite Hybrid!" gasped Ben.

"Da da da!" yelled Jen as she fire three mega mana bolts and exploded in front of U. Vengeance and she warp in front of her. She clapped her hands and unleashed a mega shockwave, sending her flying backward and crash through the house. She stood up and grin at Jen as she gritted her teeth.

"I'm impressed, Anodite. You manage to hurt me but... thanks to the moonlight, I'm back at full strength." smirk U. Vengeance as her wounds got healed. "I'm amused enough. Time for me to catch up my brother and I will defeat him so that _I_ claimed the Ultimate Prize." grin U. Vengeance as she flew up high to the sky, exited the atmosphere and went hyperspace into the deep part of space.

***_Song ended*_**

"COME BACK! BRING GAIA BACK! CO-Gah! Ooohh..." Jen got dizzy and feeling groggy than she fell on her back. She morph back into Human form but she now has the appearance of a 2 or 3-year-old girl...aaaand she's naked.

"Jen?! Jen! Wake up!" begged Looma.

"Calm down, Looma. She fell asleep." said Max. And he's right as they can hear her snoring.

"But why didn't she turn back into a baby?" ask Julie.

"She forced herself to age up to 25-year-old and she can't support that. Beside, Hybrids shouldn't have age manipulation ability since they're half-Human but..."

"She forced it." said Rosy and Verdona nodded.

"And for that result, she aged up to 2 or 3-year-old." said Manny.

"But she is unbelievably powerful, like she's no normal Tetranite as Gaia called her." said Kevin.

"That's because she's an Ultima, the evolved form of the Tetramand and Anodite combined." answer Ben as he arrive, clutching his right arm to suppress the pain.

"But how can she evolved so quickly?!" ask Rosy.

"Because she is special." smile Looma as she stroke her hand on Jen's hair. Since she grew up, she look a bit like Jen 10 from Jake's Ben's Twin fanfic.

"I think we should visit Azmuth to see what Vengeance and Aggregor are after. Grandma, take Grandpa back to base. Take Jen too." said Ben.

"No, it's best that she went with you. She miss Gaia and she teleported us here because she senses Gaia's mana disappearing. If I take her, she'll do it again." said Verdona. Ben nodded and have Looma carry their daughter. As Verdona left with Max, Ben transform into his true form again and chant the spell, and teleported them to Planet Galvan Prime.

* * *

They arrive at Planet Galvan Prime and into Azmuth's lab.

"Azmuth!" shout Gwen, scaring Azmuth and made him drop his tool. He clutch his hand on his chest as he face at Gwen.

"Don't do that again!" gasped Azmuth.

"Sorry. We want to ask you just what Vengeance and Aggregor are after. They mention this Ultimate Prize many times." ask Gwen.

"Ahem. Vengeance and Aggregor... Yes, my deep space probe detected both of them traveling at high-speed, hyperspace probably." said Azmuth as he show two monitors. One show U. Vengeance and the other show a mutated Osmosian who has Bivalvan's hands and lower body, Galapagus's torso/stomach, Andreas' arms, P'andor's eyes and visor on his torso and has his head formed to what look like Ra'ad's skin with two tentacles.

"That's her and I guess that's Aggregor." said Ben as he gaze at the image of **Ultimate Aggregor**.

"They are after...the Map of Infinity." sigh Azmuth.

"What's a Map of Infinity?" ask Mina.

"They are four fragments that will open the gateway to the Forge of Creation, where the Celestialsapien are born." said Myaxx, who enter the room.

"Alien X's species?! They planned to absorb their powers to gain the ability to control time, space and reality?!" ask Ben in shock.

"Of course they do. Those plans are so stupid." said a voice that put fears in everyone's spines and cause Gwen to clutch her fists very tight.

"ULTIMO!" snapped Gwen as she made a 180º turn and face her evil future self. "How did you get out?!"

"And how did you get here?" ask Azmuth.

"Oh, touchy, touchy. Is that the way you treat your visitor? Azmuth, the greatest intelligent being in 4 galaxies. Well, 5 but who's counting?" shrugged Ultimo as she taunt them.

"GRAAGH!" snapped Gwen as she slam her Ultimatrix core and morph into...

"**Tigra!**" roar the Felinain and charge toward Ultimo and swung her punch at her but Ultimo lift her forearm and caught her fist than she press her Ultimatrix symbol and morph her back into Gwen.

"I am not here to fight you...not yet, actually. Me and my husband are here to help you. By the way, Gwen, you didn't even ask me how did I survive from our first battle when you gain Grid Master for the first time." said Ultimo.

"Well, I realize that you travel through dimensions, looking for Ken, Gwendolyn and Devlin, which means you have Eon's power. So you time-warped out of there before my Cosmic Ray hit you. And I guess you use that again to get out of the Null Void, correct?" ask Gwen in a ice-cold tone.

"Right and wrong. Albedo release us since he built a device to open the portal for a short time. He can't follow us as he need to rebuilt his Negatrix. When we heard about these Osmosains planning to absorb the Alien X power, we were forced to make truce with you _Alien Force_." groan Ultimo in disgust.

"You and Khaos want to team up with us?!" exclaim Manny and everyone else.

"What if it's a trick?" ask Kevin.

"Please, why do we want Alien X's powers? Khaos and I find it boring since its power make us beat our opponent way, way too easy. But we won't let them get those powers because that means they'll boss us around and my husband hate those who tells him what to do." said Ultimo.

"Well, if that's settle, you must head to Planet Piscciss and stop them from obtaining the first fragment." order Azmuth.

"Right!" nodded everyone.

"Whatever you say, Azmuth." taunt Ultimo as she bow than walk away, As they walk toward the Rust Bucket III, they found Khaos in his human form waiting for them. Khaos grin at his younger counter part.

"Nice plane. Good paint job." smirk Khaos.

"Thanks." frown Kevin.

* * *

"Let's just find Aggregor. He already obtain all three of the Map Of Infinity and the last one is in that Perplexahedron." said Ultimo.

"So we were chasing Vengeance on Earth while Aggregor is already set his plan in motion?" ask Gwen.

"Yes, she had you fooled. She just want her brother to find them all than defeat him. He found the first piece from Big Chills' home planet, the second from Ripjaws and Mina's home planet, which it was now destroyed, along with her grandparents, but the people manage to escape in time and the third was taken from Adwaita, who is furious of Charmcaster for not being there." said Khaos.

"NO! Not my home planet!" gasped Mina.

"HA HA HA HA!" Khaos and Ultimo start laughing and everyone glare at them while Looma comfort Mina.

"Let me guess; the 'expression is so priceless that remain you of Ben 10,000' laughter?" ask Gwen.

"Yep!" grin Ultimo.

"What is this... Pep...Pa, uh...Perpla-

"Perplexahedron." said Prof. Paradox, correcting Kevin as he appear behind them. Ship start sniffing him and bark.

"Ship! Ship!" barked Ship.

"Hello, young Mechamorph and to you kids. As well as you, Ultimo." said Prof. Paradox.

"S'up, doc." grin Khaos and Ultimo roll her eyes.

"You know that place?" ask Ben.

"Yes, because I built it to prevent anyone from obtaining the fourth fragment of the Map of Infinity. But Aggregor manage to open it using the other fragments and Vengeance is in there with him. But they are lost for a while since it's a maze in there." smile Prof. Paradox.

"Nice." smile Ultimo as she activate the Gigatrix and she gain purple stripes around her body. "**Upgrade!**" shout Ultimo as she merged with the Rust Bucket III, upgrading its system.

"We are going to ultra hyperspace so hang on." said Kevin in shock. They went into hyperspace and arrive at, in the middle of nowhere?

"Hey, what gives?" ask Looma than Jen start waking up.

"Ohh...my head hurts, Mommy." moan Jen. **(A/N: She's fully dressed. She wear the similar clothes as Ben when he was 5½-year-old)**

"Oh, Ben's little baby is waking up." cooed Ultimo. Jen saw Ultimo and look away.

"It is located in that cosmic cloud so you'll be approaching it in five minutes." answer Prof. Paradox.

"What cosmic cloud? I don't see-"

"There!" said Rosy as she point her finger at the blue mass of cloud.

"So where do we- Huh?!" Manny turn to find Prof. Paradox but he's gone.

"He always do that." grumble Khaos.

"So we just go through it, huh? Than let's go!" smile Gwen as they accelerate the Rust Bucket III and dive into the cloud.

"Wait! Don't go to-" before Ultimo say anything else, the Rust Bucket III crash against a bright white barrier. They recover from the crash and Kevin look up.

"HEY! WHAT GIVES?!" ask Kevin in anger.

"I was going to warn you not to go too fast because we might rammed into the chronos randomization barrier." said Ultimo **(-_-')**. They decide to stay inside while Kevin, Khaos, Gwen, Ultimo and Ben head outside and see if they can get the ship free. Kevin grab a crowbar and jab it under the barrier on the plane's nose.

"Come...on...move!" grunt Kevin as he try to lift the barrier but to no avail.

"Hey, maybe if I turn into Muscleman, I'll pull it up. Or NRG or Humungousaur-" Ben lend against the barrier.

"Don't lend against the barrier!" warn Ultimos but too late as Ben fell inside.

"BEN!" gasped Gwen and Kevin.

"Seriously, when does that doofus start listening to everyone?!" growl Ultimos. Ben emerge from the barrier.

"I'm okay!" smile Ben but Ultimo grab his ear and yank him to the others. "OW!"

"When will you listen to Prof. Paradox or me, doofus?!" growl Ultimo as she let go of his ear.

"What? I'm okay, evil dweeb." scoff Ben as he rub his ear with his hand.

"OH! Why you little dumb $$!" growl Ultimo as she wear her battle mask.

"Um...who are you guys?" ask someone whose voice sound like Ben when he was 10-year-old. They look at the direction of the barrier and saw a 10-year-old Ben standing there. "I said who are you guys?" ask Young Ben.

"Great... Another Ben." scoff Ultimo in deep voice.

"Uh..." said Ben who was in shock.

"'Uh...' Is that your first word?" ask Young Ben in sarcastic tone. "Well, whoever you are, tell me where's Grandpa and Gwen!" ask Young Ben as he charge toward them but Ben grab his young self by his shirt and hold him up.

"Listen, this is going to be hard to explain. Don't make me hurt you." said Ben but Young Ben head butted him and force him to drop him. "OW! Why you little-!" Ben growl as he ready to blast his young self with his mana.

"Watch your language, Ben. He's just a kid." chuckle Kevin as well as the others.

"Kevin? Kevin 11?!" ask Young Ben.

"I'm not 11 anymore but yeah." said Kevin.

"I don't know what are you up to, but I'm going to stop you!" shout Young Ben as he activate what look like the prototype Omnitrix, rotate the ring dial and slam the core down.

His arm becomes covered in dark-red rocks and travel up to his eyes. He shut his eyes close and shot them open. His veins ignites in yellow flames and his head become covered in fire as he become a Pyronite with the prototype Omnitrix symbol on his chest.

"Yeah! **Heat Blast!**" grin Young Heat Blast as he thrust his hand and launch a fireball at Kevin but Ben block it with his mana and frown at Young Heat Blast.

"Yo! Cut it out." said Ben.

"No way." said Heat Blast as he ready his flames. Gwen just walk toward the barrier than she touch it, and fell in.

"Great, even my stupid self doesn't listen." moan Ultimo. Kevin absorb the metal and punch Young Heat Blast but he counter with his own punch than release his flamethrower blast at Ben, who slam the Megatrix and morph into **NRG, **withstanding the blast.

"Whoa, you changed!" gasped Young Heat Blast.

"Stop this at once! This place is too dangerous!" shout NRG.

"Yeah, but not as dangerous as me." scoff Young Heat Blast as he resume attacks until a huge fireball struck him from behind. Everyone look behind Young Heat Blast and saw a female Pyronite with the prototype Omnitrix on her chest.

"Who are you, Pyronite?!" ask the female Pyronite.

"I am Heat Blast!" smirk Young Heat Blast.

"No, I'm Heat Blast!" frown the female Pyronite. Than male Heat Blast's symbol start beeping and morph back into Young Ben and female Heat Blast morph into a 10-year-old Gwen.

"Dweeb?! Since when did you become Heat Blast?!" ask Young Ben.

"Ben?! Didn't you went to Grandma Verdona's alien home planet?!" ask Young Gwen.

"Seriously?!" ask NRG as he morph back into Ben.

"Cool, huh?" ask Gwen as she run back.

"Did my mother drop you on the head when you're a baby? I like to know." ask Ultimo stubbornly.

"Nyah!" mock Gwen as she stick her tongue out at Ultimo.

"Childish." scoff Ultimo.

"WHY DO YOU HAVE A OMNITRIX?!" shout Young Ben.

"Why are you asking stupid question? I got it when the meteorite almost squash me in the forest in our first day of summer trip." scoff Young Gwen as she place her hands on her hips.

"No way. That have happen to me!" argue Ben.

"ENOUGH!" shout Khaos. "Stop yapping cause you're driving me crazy!" growl Khaos.

"Who are you?!" ask Young Ben and Young Gwen.

"Your worst nightmare." grin Khaos evilly.

"Will everyone chill out? I'll explain: Gwen is from the timeline where she is the hero while Ben is from the timeline where he is the major show-off." explain Gwen which cause Ben to glare at Gwen.

"So this is dweeb who got the watch instead of me and you..." Young Ben observe her closely.

"I'm Gwen when I'm 16." smile Gwen. Young Ben got taken aback and gaze at her again, seeing her wearing glasses and a skirt.

"You're dweeb?! You look more geeker than ever!" laugh Young Ben but Young Gwen was in awe.

"Wow, I look beautiful! Tell me, do I date with Kevin?" ask Young Gwen and, by that question, Young Ben stopped laughing and become shocked.

"You dated with Kevin 11?! The freakzoid monster that try to kill us?!" ask Young Ben in panick.

"He's not a monster! He's a lonely boy who needs someone to love him back!" shout Young Gwen.

"Don't believe her, than watch this." Kevin grab Gwen and place her in a pose which it look likes he's going to sweep her off her feet and gave her a deep gentle kiss. That cause Young Gwen to jump in joy and Young Ben to groan in disgust.

"Nice move, Romeo." smile Gwen.

"Maybe I touch the barrier again, it'll send them back." suggest Ben.

"Yeah or maybe you bring in your 23-year-old self." grunt Ultimo.

"Awesome! I'll help!" smile Young Ben as he slam the prototype Omnitrix core and morph into...

"Raaagh!" roar **Young Wild Mutt** as he run down to the front end of the ship and start chewing the ship apart. Ben quickly run toward him and slap the symbol on the brace of his left shoulder, morphing him back into Young Ben without timing out.

"How did you do that?" ask Ben as he cross his arms and glare at him.

"You should've kept it locked." said Ben.

"I-I can't believe it! You chew out my ship!" exclaim Kevin.

"Yeah? Well, then you go steal another one." grin Young Ben.

"Steal?! Gwen & I built this plane!" shout Kevin.

"Huh?!" exclaim Young Ben.

"Wow, I didn't know I have the skill for this." smile Young Gwen as she look around.

"Listen to me, doofus. Kevin in this timeline is not EVIL! He's a good guy and I love him with all of my heart!" shout Gwen.

"Things have change, Ben." said Ben.

"Nothing changes. I'm keeping an eye on you, buster." frown Young Ben.

"Ooh, I'm quaking in my boots." said Kevin, mocking his threat.

"Me too, so I can remember his manly body. Ooh, he turns me on!" smile Young Gwen as she went in la-la land & Kevin blushed.

Ben motion everyone to go back as Ultimo and Khaos used their powers to fully lift the barrier before they get in more trouble and the ship enter the cloud.

* * *

Everyone look at the door when Ben and others enter and become shock when they saw Young Ben and Gwen. Ultimo told them what happen and some laugh at Ben. Young Ben look around in awe.

"Cool. Whoa, a weird Plant-like girl, a Ripjaws girl, and two Four Arms!" said Young Ben.

"Hello, Benjamin." smile Looma.

"Hello, Looma." grin Ben as he slap her butt-cheeks and she yelped, giggle and blushed as she bump Ben with her hip. Young Ben got confused.

"Why do you slap her butt?" ask Young Ben.

"You're too young to understand. Wait until you're 15." said Julie, worried that he might panicked.

"Okay, Little Kev. I fixed the hole. Happy now?" ask Ultimo.

"Very happy." mumble Kevin.

"And who is she?" ask Young Ben.

"Ultimo! I knew I feel like I seen you before!" growl Young Gwen.

"I'm flatter but I have no time to either kill you or her." said Ultimo.

"You know, Ultimo, if you kill either one of us, you will no longer existed." explain Gwen.

"That is why I kept explaining to her but she won't listen." groan Khaos.

"Guess your wife is very feisty, huh, Khaos? My evil future self?" grin Kevin. Young Ben now understand.

"So these two are the more evil version of Kevin 11 and dweeb?!" ask Ben.

"Yes, and I will eat your heart out." grin Ultimo as she scare Young Ben but he remain grinning and mock her by sticking his tongue at her.

The Alien Force explain Young Ben 10 and Young Gwen 10 about the danger including how did they got to this timeline. Young Gwen agree to help as well as her alternate cousin. They found Perplexahedron, which have its door opened thanks to Ultimate Aggregor. They parked the ship inside and the Alien Force move out.

"Okay, Team Alpha, take the left tunnel while we Team Beta take the right tunnel. If you find Aggregor or Vengeance, stop them before they find the final piece of the map." order Gwen. Team Alpha (Manny Armstrong, Mea'dow "Rosy" Shard, Ben 14, Ben 10, Looma and Jen) head to the left tunnel while Team Beta (Gwen 10, Young Gwen, Ultimo, Julie, Kevin and Khaos) took the right.

* * *

Perplexahedron is a huge maze and has different rooms. While Team Alpha travel through the lava room, Jen walk around happily and Young Ben ask Ben a question.

"Can you tell me who are these guys, the girl you butt-slapped and this little girl?" ask Young Ben.

"The four-armed dude is Manny Armstrong, Half-Human Half-Tetramand. He's good with guns and is very tough. The flower-headed girl is Gwen's best friend and Tetrax's daughter, Mea'dow Shard but we call her 'Rosy.' She have the powers to control plants and summons diamonds, or more better to say, she has the combined powers of Wild Vine and Diamond Head. And she can shoot solar beam from her head. The Ripjaws girl is Princess Mina Aquamarine, daughter of the new King and Queen of the...former...Planet Pisciss. This beautiful Tetramand next to me is my wife, Princess Looma Tennyson-Red Wind and that little girl is our daughter, Jennifer Heather Tennyson." explain Ben.

"Wait, I'm gonna married a Tetramand?!" ask Young Ben.

"Ha-ha, this kid is funny. He looks like you, Daddy." giggle Jen.

"Yes, he does." smile Ben as he stroke his daughter's head. Young Ben remain perplexed but continue following them.

"This room...is killing me..." gasped Mina as she's getting dehydrated.

"I'll cool us down." said Ben as he activate his Megatrix and slam the core down. He morph into...

"**Water Hazard!**" shout Water Hazard than splash everyone with nice cold water. They got relieved and regain strength to walk further. They exited out of the lava room and enter the space room, where they found U. Vengeance.

"Vengeance!" shout Water Hazard. U. Vengeance turn around and saw Team Alpha.

"Ah, Tennyson and Co. Came here to stop me? Well, guess again!" grin U. Vengeance as she thrust her hands and spray a cannon of hot water. Water Hazard counter with his cold water but failed as U. Vengeance overpower him and slam him against the asteroid.

"Benjamin! Come on, guys! Let's stop her!" shout Looma as she charge toward U. Vengeance with the others. Looma through her punches but U. Vengeance evade her and land an uppercut, knocking her out. Manny start shooting her with his energy guns but she withstand it and release a gale wind by flapping her wings hard, sending him flying backward and hit hard on the floor. Mina try to bite her left arm but it went through it since it was made of water. U. Vengeance grab her neck with her right arm and, because of the heat, she start screaming in pain than she slam her down hard. Rosy covered her body in crystal skin and morph her hands in crystal blades. She swung her blades but after she slash her, she regenerate and U. Vengeance clapped her hands hard, sending sonic pulse and shatter her crystal skin, knocking her out cold. Water Hazard stood up and slap his Megatrix, morphing into...

"**Cannonbolt!**" shout Cannonbolt.

"I'm with you!" grin Young Ben as he activate his prototype Omnitrix, select the symbol of Cannonbolt and slam the core down, morphing into **Young Cannonbolt**, who wore the prototype Omnitrix symbol on his forehead. They both roll into armored spheres and spin dash at U. Vengeance but she stop both of them with two open hands but their combined might is pushing her back than she lost balance and got send flying against the platform.

"GAH!" grunt U. Vengeance as she crashed. Cannonbolts stood up and Young Cannonbolt look at Cannonbolt.

"How strong do you think I get when I grow up?" ask Young Cannonbolt.

"A lot stronger." answer Cannonbolt. "But my Megatrix has some new feature. Check this out!" Cannonbolt turn the Megatrix symbol clockwise, slap it and it grew two spikes and turn counterclockwise, release a yellow energy across his body. His skin turn metallic blue, his yellow armor turn grey-blue armor with spikes, his eyes glowed sky-blue and wear the evolved Megatrix symbol on his chest. "**Mega Cannonbolt!**"

"Whoa!" gasped Young Cannonbolt. M. Cannonbolt curl up into spiked armor sphere, create mana barrier and spin dash against U. Vengeance into the wall. Than he bounce up and start accelerating his rotating, firing a barrage of mana bolts at U. Vengeance but she become enraged that she create an energy shield that look like AurorAngel's shield and blocked all the attacks. She than launch two long vines at M. Cannonbolt and slam him into the ground. Young Cannonbolt spin dash toward U. Vengeance but she stomp her foot on him, burying him into the floor.

"You are starting to get on my nerve!" snapped U. Vengeance. Jen glare at Ultimo.

"Bring Gaia back, you big meanie!" shout Jen.

"You again?! You can't bring her back because she is inside _me_! I absorb her, she stay inside me forever!" shout U. Vengeance as she got sick and tire of Jen's persistence.

"Than I'll force you to release her!" frown Jen as she morph into her Tetramand form. **(A/N: She look like 4-year-old Four Arms)**

* * *

In the snow room, Team Beta struggle to find their way through the snowstorm.

"I can't see a thing!" complain Kevin.

"Too bad I don't have any alien form that handle weather." sigh Young Gwen.

"But I do!" grin Gwen as she activate the Ultimatrix, select the form and slam the core.

A green sphere travel through her bloodstream as she become a green-highlight silhouette floating in mid-air. Her cells start pulsing as she merged with an alien DNA. Her body transforms into a living mass of cloud with two green eyes and wore the Ultimatrix symbol on her chest.

"**Typhoon!**" shout the cloud-like alien then she thrust her arms apart, commanding the storm to subside and end the blizzard.

"Nice, sweet angel." smile Kevin.

"Whatever." groan Ultimo. Khaos just shrugged.

"Cool!" exclaim Young Gwen & Julie.

"No prob." smile Typhoon than they saw U. Aggregor. "Aggregor!"

"Hmm?" U. Aggregor turn around and saw them. "Ah, Gwen Tennyson, wielder of the Ultimatrix. You came to stop my plan? I'm surprised you noticed." smirk U. Aggregor.

"Well, it's thanks to your sister, who manage to absorb all five of my alien friends and she's here now." frown Typhoon.

"What? She's here?" wonder U. Aggregor but when he look up, Kevin punch U. Agreggor's face but he hardly felt that.

"You're out of your death, hatchling." growl U. Aggregor. He blast Kevin with his radioactive eye laser and send him crashing against the snow. Typhoon thrust her hands and unleash a series of hailstones but U. Aggregor's armor withstand it and suffer no damages. He unleashed a whirlwind from his chest, blowing Typhoon's body apart and she morph back into Gwen.

"No, Gwen!" gasped Young Gwen as she slam the prototype Omnitrix core and morph into...

"**ConquerFrog!**" shout the young Incursean. Young ConquerFrog leap toward U. Aggregor and kick him but he grab her and gave her an electric discharge, knocking her out cold...literally. Young ConquerFrog's prototype Omnitrix symbol start flashing and she morph back into Young Gwen. Julie, wearing the Mechamorph armor, start firing her cannons at U. Aggregor but he hardly felt it and splash her with a blast of water from his hands, turning her into a block of ice. He scoff and left the snow room.

"Well, guess he's a bit stronger than you, Khaos. A little bit." said Ultimo.

"Yeah, I'll give him credits. Let's carry these bozos out of the snow room and back on the plane. He already got the final piece by now." said Khaos as they carries the young heroes back to the Rust Bucket III.

* * *

Back in the space room, Jen and the others continue fighting against U. Vengeance but she is too strong and kept toying with them. She unleashed a solar shockwave that blast them away but Jen, M. Cannonbolt & Cannonbolt remain standing.

"I'm surprised you three stay standing but I'm tired of playing." sigh U. Vengeance and M. Cannonbolt and Cannonbolt charge toward her but U. Vengeance converted his hands into two cannons and fire both lava and ice beams at the platforms, melting the platform than freeze it solid after M. Cannonbolt and Cannonbolt got caught in it and become trapped. Jen jump toward U. Vengeance but she slam her into the grounds and knock her out. Than the whole room start shaking. "Ah. My brother found the final piece of the map. I shall leave." grin U. Vengeance as she smash her way out of the Perplexahedron while it start falling apart.

M. Cannonbolt morph back into Cannonbolt then into Ben while Young Cannonbolt's prototype Omnitrix symbol start beeping and morph back Young Ben. Looma stood up and notice the ceiling is falling down on Bens so she grab them, pull them free and ran with Jen in her lower set of arms & exit the Perplexahedron in the Rust Bucket III with the others before the place exploded.

As they regain consciousness, Ultimo told them Aggregor got the all pieces and now he's going to open the gateway to the Forge of Creation. Determined to stop them, they follow them to the void of space to prevent them from opening the gate. Meanwhile Young Ben look at the holograms of Ben's Megatrix,

"Boring. Lame. Sissy. Boring. Suck. Oh, this is cool." said Young Ben as he find almost all of Ben's alien forms boring except his original 10 and Humungousaur.

"You find 10,000 alien forms boring?!" exclaim Ben as he shove his arm away from Young Ben.

"Please, I met my future self and he got cooler aliens like **Articguana, Spitter** & **Buzz Shock**-"

"I _have_ Articguana, Spitter and Buzz Shock. And my alien forms, such as **Atomix, Megashark, Muscleman, Nightmare, Toepick, Scorch** & others has come in handy." scoff Ben. Young Gwen look at Gwen's Ultimatrix alien forms.

"Cool. Sexy. Awesome. Super!" chimed Young Gwen as she like all Gwen's aliens.

"I'm glad you like them. They really come in handy." smile Gwen.

"I can't believe I was that obnoxious." scoff Ben.

"Hmph, the Ben I know really enjoy being a hero a lot." scoff Ultimo.

"Hey, look!" said Julie as she point her fingers ahead; a large portal appear in the void of space.

* * *

-Five minutes eariler-

"I finally have all the pieces of the Map. Soon the Ultimate Prize will be mine!" grin U. Aggregor as he merge all four keys and release a bright light. The portal to the Forge of Creation has open.

"Yes!" grin U. Aggregor as he enter the portal but failed to notice U. Vengeance sneak up behind him and tackle him down. He recover and saw her.

"Vengeance?!" exclaim U. Aggregor.

"Hello, brother. Thank you for helping _me_ to obtain _my_ Ultimate Prize. If you want it, you must get past _me_!" grin U. Vengeance. The mutated siblings engage a clashing battle, landing blows after blows as they flew through the portal.

* * *

-Now-

The Rust Bucket III enter the portal and arrive at the Forge of Creation. They saw several Celestialsapiens gather in line. In front of them is a gigantic female Celestialsapien, about as tall as a To'kustar.

"Whoa!" exclaim everyone except Ultimo and Khaos.

"That's the Mother Celestialsapien. She's the first Celestialsapien to be born in this dimension." explain Ultimo.

"We got to be quiet. We don't wanna interrupted the Alien Xs' concentration." said Looma.

"Oh, look! The Mommy Alien X has a baby in her hands." chimed Jen. They look closely and saw a very small orb floating in her humongous hands.

"Of course! Aggregor and Vengeance can't absorb the Alien X when they matured and gain three personalities but they can absorb the baby! We must stop them!" said Looma.

"Where's the jet pack? What happen if the Alien X see us? Where's Grandpa Max? How can we breath in space? If this is the future, we got to have jetpacks!" said Young Ben in panicked tone.

"Shut up, doofus!" snapped Young Gwen.

"Ben! No more sugars, give!" order Gwen as she hold out her hand.

"I don't have any." lied Young Ben as his left eye start twitching. Young Gwen, Gwen and Ultimo glare at him. Ben sigh, reach his pocket and pull out his candy & give it to Gwen. She close her hand and turn around to put them away. Young Gwen and Ultimo also turn around to see where is she going to put away. Young Ben notice something.

"You three got big butts." said Young Ben. The trio quickly turn around and look at him in shock.

"What did you just say?!" ask the Gwens & Ultimo in unison.

"He said you have-"

"We heard what he said!" growl Ultimo as she interrupt Kevin and Khaos while Ben winches. Everyone else just got confused, chuckle or try to hold their laugh.

"You pervert!" growl Young Gwen.

"I'm just being observant. I mean little dweeb has flat butt, nerd dweeb got big butt and evil empress dweeb got a huge butt." explain Young Ben.

"I am so immature..." grumble Ben as he lower his head down.

"You disgusting pervert! Soon you will have dirty thought!" growl Ultimo.

"You know that hurt our feelings." said Gwen as she place her hands on her hips. "Now say I'm sorry." order Gwen.

"Make me, Miss Big Butts." smirk Young Ben.

"That's it! I'll kill him the same way as Ben 10,000!" snapped Ultimo as she dart toward Young Ben but Gwens slam their watches' core and morph into **Chromastone** & **Young Diamond Head **& they hold her back. "Let me go!" growl Ultimo. Khaos poke her neck and she stop and sigh seductively as she drop on her knees. Chromastone and Young Diamond Head morph back to Gwens and look at Khaos.

"What did you do?" ask Gwen.

"You three have a soft spot on your neck. It's your favorite spot. It make you feel like you're in a hot tub." explain Khaos with a seductive grin. Kevin overheard and made a silent grin.

"Thank you, Khaos. You're lucky, doofus." frown Ultimo than she saw something: two blurs clashing each other than someone crash on the platform. It was Ultimate Vengeance and she beaten Ultimate Aggregor. Than she head toward the baby. Ben transform into his Anodite form.

"Kevin, Gwens, Ben, come close to me." order Ben and they did. Ben look at Looma. "Stay here and take care of the ship." said Ben as they teleported out in a mana whirlwind. Ultimo and Khaos left when Looma turn to ask them about something.

* * *

"Argh! Vengeance, you will pay!" growl U. Aggregor.

"Oh no, you don't. You're going to have to face us." grin Ultimo as she turn her Gigatrix clockwise, the core pop out, she slam it in and release a purple light. Her chest grew several holes just like Galapagus. "**Terra Spin!**" grin Ultimo.

"RAAAGHH!" roar Khaos as he transform into Khaos 11,000.

"Another Osmosian?!" gasped U. Aggregor.

"Yeah, except I absorbed 11,000 aliens instead of just five." grin Khaos 11,000 in a deep demonic voice.

* * *

Ben and others arrive at the hands of the Mother Alien X, where they saw U. Vengeance walking toward the orb. They each transform: Ben morph into **Terra Spin**, Young Ben transform into **Young Stinkfly**, Gwen become **Mother Nature**, and Young Gwen morph into **Young Fire Fly**.

"Whoa, I take it back. _Your butt_ is way larger than Ultimo's." chuckle Young Stinkfly.

"Shut up!" scream Young Fire Fly. U. Vengeance heard a scream and turn around. She saw them.

"When will you GIVE UP!?" shout U. Vengeance as she charge toward the team. Terra Spin start spinning his arms and legs like a fan and generate a powerful wind blast at U. Vengeance but she withstand it and fire solar heat ray from her eyes, blasting Terra Spin out. Mother Nature start punching U. Vengeance but she grab her arm and ignites in flames.

"GAH!" yell Mother Nature as she stumble back than U. Vengeance kick her away. Young Stinkfly fire acid goos from his eye stalks than Young Fire Fly fire heat ray from her tail, causing the goo to ignites in flames. It hurt U. Vengeance badly since her left arm and face are water and her torso/stomach are wood. Terra Spin saw that and slap his Megatrix symbol, morphing into...

"**AmpFibian!**" shout AmpFibian and wrapped his tentacles on U. Vengeance and electrocuted her.

"ARGGHH!" growl U. Vengeance than she fire two hot water cannons at AmpFibain and cause his electricity to backfire and knock him out, forcing him to morph back into Ben. Kevin touch U. Vengeance's legs, absorb the metal than morph his hands into maces and start bashing her chest with them. U. Vengeance struggle to withstand his attacks than grab him with her vines than release a mega vibration on him and slam him against the ground** (Or Mama Alien X's hands)**. Mother Nature stood up and wrapped her vines around U. Vengeance and trapped her.

"NOW!" shout Mother Nature as she slapped her Ultimatrix and morph into...

"**Solar!**" shout the Solarite as she thrust her hands and fire a powerful solar beam, Young Stink Fly spew acid goo at U. Vengeance and Young Fire Fly fire her heat rays from her hands. The goo and the vines cause the flames to expanded and land massive damage on U. Vengeance but she broke free and punch Stink Fly, knocking him out and force him to turn back into Young Ben, blast Young Fire Fly with a moonlight beam, forcing her to turn back into Young Gwen than blast Solar with a huge wave of cold water, knocking her down and turn her back into Gwen. Everyone got defeated and U. Vengeance walk toward the egg, grinning as she easily defeated them and her brother.

Young Ben regain conscious and look at Kevin, who is slowly waking up. He run up to him and hold out his prototype Omnitrix.

"Here, Kevin. Absorb my powers. It made you strong before so maybe this will help you win." said Young Ben as he propose Kevin to absorb his alien forms' powers.

"No...if I'm going to do this...I'm going for the A game." said Kevin as he stood up and run to the unconscious Gwen. He knee down and reach his hand out & grab the Ultimatrix core. Young Gwen woke up and look up. She saw Kevin and she knew what he's planning to do.

"KEVIN! DOOOOOON'T!" scream Young Gwen in horror and reach out her hand but her scream failed as Kevin absorb all of the Ultimatrix's DNA samples and his body release a humongous flash of green light, blinding Young Gwen and Young Ben.

"RAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAGGGGHHHHHHHHHHH! " roar Kevin as he begin to transform once again into a monster he struggle to forget for 6 years.

* * *

**Axle- Gwen? What are you doing with that steel hammer?!**

**Gwen- You did it again! You turn my Kevin in a monster again!**

***She start chasing me after I ran out of my house by jumping down from my bedroom's window***

**Axle- HEELP! Jake, Lydia, someone help me!**

**Gwen- COME BACK HERE!**

**Ben, Kevin and Looma- O_O'**

**Jen- Hi! Please leave reviews for Axle. X3**


	41. Dimension 23

**Chapter 41: Dimension 23**

**Axle- Uhhh... I can't feel my legs, or my arms...**

**Gwen- Bring him back!**

**Ben- Gwen, stop! It's no good if you keep hurting him.**

**Looma- I'll take over his place. After all, I _have_ four arms.**

**Disclaimer: Axle doesn't own any Ben 10 characters. Tee-hee. X3**

* * *

Khaos 11,000 & Ultimo **(As NRG)** defeated U. Aggregor.

"Well, that was fun. Would have thought we super-villains have to defeat a super-villain?" said Ultimo as she morph back to normal. Khaos 11,000 pick up U. Aggregor and drain all of his powers, reverting him back to normal.

"Yes, but at least we remove one threat- Hmm?" Khaos look to his left and so did Ultimo. They saw a huge pillar of green light than they heard something that made them grin evilly.

"RAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAGGGGGGGG GGGGGGGGGGGGGGGGGGGHHHHHHH!" roared Kevin from afar.

"So Little Kev decide to become Kevin 11, eh?" grin Ultimo.

"Except he become...**Ultimate Kevin**." grin Khaos 11,000.

* * *

U. Vengeance enter the egg and found the baby Celestialsapien.

"So your powers shall be mine." grin U. Vengeance. When she reach her hand out to grab the baby but a large purple rock-like arm with pink-magneta pincers grab her hand.

"Vengeance! Leave the baby alone!" order a distorted voice of Kevin.

"Leven?!" gasped U. Vengeance as she look at Kevin. He has transform into **Ultimate Humungousaur** but has **Fire Fox**'s face, **Lodestar's** shoulders and left pincer, **Chromastone's** right arm, **AurorAngel's** left-wing and **Kung Fang's **right-wing & ears, **Hunter**'s jaws, **Enernite's** flame-like hair, **Fembot's** legs, **Sonicboom**'s speakers on his torso with **Elemental's** torso/stomach, **Unitaur's** horn, **Ultimate Swampfire's** left arm with **Tigra's** claws, **Ghost Freak's** eyes, and **Needle Mouse's** quills. He has the powers of all aliens minus **Way Big** & **Alien X**.

"You think you hurt my friends and get away with it?!" snapped U. Kevin as he breathed **Stinkbomb's** toxic gas at U. Vengeance's face. She start gagging and step away from him than U. Kevin grab her in a mana bubble and slam her out of the egg. He thrust his hands and fire blue flamethrower blast and ultraviolet ray, blasting U. Vengeance down.

"Gah! How is that possible?!" gasped U. Vengeance as she fire her solar eye ray but U. Kevin unleash his sonic roar with sonic blast from his chest, canceling out the beam and struck U. Vengeance again. She become paralyze and try to regain her bearing but U. Kevin start bashing her at supersonic speed. Ben & Gwen woke up and saw Kevin in his mutated form.

"Kevin?!" gasped Gwen.

"These mixtures pattern... He just absorbed your Ultimatrix energy!" exclaim Ben.

"Not again!" cried Young Gwen as she cover her face with her hands and sob heavily.

"What convinced him to do that?!" ask Ben.

"Uh... I did?" said Young Ben. They all look at him with Ben's eyes glowed sky-blue.

"You?!" gasped Gwens.

"You convinced him to absorb Gwen's Ultimatrix energy to become a freak again?!" snapped Ben.

"N-No! I ask him to absorb my Omnitrix powers for him to become Kevin 11 again but he decide to absorb Gwen's Ultimatrix." explain Young Gwen.

"He..He promised to never absorb energy again... He promised... Now the nightmare has started again..." whimper Gwen. U. Kevin levitate U. Vengeance and slam her against the ground **(Palms of Mama X's hands. I'm surprised she haven't felt it)**, than belch fire breath at her. Then grab her head with his left hand and hold her up high.

"Let's see how YOU like it when _I_ absorb _your_ powers!" growl U. Kevin as he absorb all of U. Vengeance's powers, reverting her back to normal and U. Kevin grew more powerful. Suddenly U. Kevin gave a psycho grin as he gaze at the egg. "Now I will absorb the baby." grin U. Kevin but then he got pull back by Khaos 11,000.

"Don't even think about it!" growl Khaos 11,000.

"You have a death wish!" growl U. Kevin.

"He gone insane again!" exclaim Gwen. "Kevin, stop!" she begged as she run toward him. Vengeance regain conscious and look at herself.

"No...NO!" growl Vengeance as she pull out three glowing orbs. She throw it at them. "If I can't obtain the Ultimate Prize, no one will!" roar Vengeance as the orbs struck everyone. They open three dimension portals and start sucking everyone in.

"AAAAAAAHHHH!" scream Gwen as she fell in the portal.

"Huh? G-Gwen?! GWEN!" shout U. Kevin as he jump toward her. The first portal closed.

"WHOOAAA!" shout Ben as he fell in the second portal. Vengeance, in rage, jump toward Ben and grab him to absorb his Megatrix but Ben transform into **Diamond Shard** and start grappling her as they continue falling in and the second portal closed.

"NO! NOT AGAIN!" scream Ultimo as she suck inside and not even Khaos 11,000 can escape so he just hold her wife tight in his arm and the final portal closed.

"GUYS!" exclaim Young Gwen and Young Kevin.

* * *

"Thank you so much for protecting my baby, Alien Force. We, the Celestialsapiens, are forever grateful." bowed Mother Alien X as well as the others.

"You're most welcome. Now, I must take Young Benjamin and Young Gwendolyn back into their timelines. Don't worry, when they wake up, they'll think it's just a dream." said Prof. Paradox.

"Good-bye, guys. Please find the teenager us and Kevin." said Young Gwen.

"Don't worry, we will." smile Julie.

"Good-bye, Little Benjamin. And please respect your cousin. She means well." smile Looma as she kneel down and gave Young Ben a kiss on his cheek. Young Ben blushes as he rub his cheek.

"Aww, why you go and do that?" ask Ben with a smile. Prof. Paradox take the young heroes and disappear through the time portal.

"Now, let's head back to Earth, deliver Aggregor to the Plumbers and find Benjamin and Gwen!" order Looma.

* * *

In the sky, a dimensional portal open and a lone figure fell down from the portal.

"Great! Time to switch from Diamond Shard to..." Diamond Shard press his Megatrix and morph into... "**Stink Fly!**" shout the Lepidopterran and fly down on the city. He land safely and look up at the portal. It disappear and he couldn't find Vengeance. He look around at his surrounding and the city look just like Bellwood.

"Did she just teleported me back to Earth?" wonder Stink Fly. He flew down to the alley and morph back into Ben. He look at his Megatrix.

"Megatrix Stealth Mode." command Ben and the Megatrix engulf his body in yellow light. He now wear white jacket with green lines and has the number 14 on his left chest, a sunglasses with green lens and a cap with the Omnitrix symbol. The Megatrix also created the hoverboard similar to Gwen's. He walk into the street as he look around. Everything looks normal except he can't find the Mr. Smoothy stores, instead he found many stores called Mr. Gyros. He also found several poster of a 12-year-old boy who look just like him but with blue eyes. Be also wear an earring, black vest with white inner shirt, blue tie, black pants and wore sneakers that have a Omnitrix symbol but colored blue/gold yellow. He also wore a locket with the same symbol. On his wrist is the prototype Omnitrix but with the same color scheme.

*_Who is this?! Justin Beaver?!_* exclaim Ben in his thought. He found a video store and check inside. While he browse around the store, he found a few DVDs of Sumo Slammers but he found a DVD of _Transformer Prime_ series.

"Hey, Optimus and the gang has their own TV series." smile Ben than he saw something that made him wide-eyed and his sunglasses slide down a bit. In front of him are the exclusive DVDs of that same kid from the posters. The sign said "THIS IS YOUR CHANCE TO GET THE FIRST SEASON OF BEN 23 CARTOON SERIES TODAY!"

"Ben 23?! This is an alternate me?! Than I'm in an alternate dimension?!" exclaim Ben than notice everyone is looking at him. Ben gulp strongly and nervously smile as he wave his hand. Then he got an idea. "Oh! Is that Ben 23?" ask Ben as he point his fingers ahead. Everyone quickly turn to see if it's true, then Ben quickly ran outside. He start catching his breath as he place his hands on his knees and bent over a bit. When he look up, he saw everybody start running away from something.

"Run! It's the alien!" scream one of the civilian.

"Alien?" Ben look ahead and saw a lone armored warrior jump out of the wall of fire where the cars crashed when they saw him. He jump from car to car, forcing them to stop and land in front of the bus. The bus driver quickly hit the brake and turn but, when the bus turn half-way, the armored warrior uppercut the bus and sending it flying backward until it land upright and unharmed, minus the dents. The warrior gaze at the destruction he made and open his helmet. It was Tetrax Shard.

"Hey! Tetrax!" shout Ben as he approach him with his hoverboard. Tetrax look at him and become surprised to see Ben on his hoverboard. "Why the heck are you attacking the people? I thought you're a Plumber who are supposed to _protect_ them?" ask Ben.

"Huh?! Who are you?!" ask Tetrax in confusion, like he doesn't recognized him.

"I found you, alien scum!" shout a voice of Young Ben. Both Ben and Tetrax look up at the rooftop and saw the same boy from the poster and DVD covers. Then two floating orbs with speakers and helicopter blades appear with him.

"**_Ben 23_**_ has found the alien invader! Can you guess what alien will he transform?_" ask the robot.

"Seriously?" wonder Ben as he or Gwen never carry a flying speaker robots with them. He look at the plasma TV in the city square and saw the robots are also recording the scene.

"You think you can just walk in my town and get away with it?" ask Ben 23.

"Huh?" ask Ben 14.

"Prepare to face..." Ben 23 activate his Omnitrix, rotate the ring dial and slam the core down. He was engulf in blue light and morph into what look like **Articguana** but his eyes are blue and his symbol are blue/gold yellow. "**...Freezelizard!**" said the Polar Manzardill.

"_It's Freezelizard! If you guess the alien correctly, you will earn free sodas and meals at Mr. Gyros!_" said the robots. Everyone cheers and clap their hands to Freezelizard.

"'Freezelizard'?! Give me a break!" exclaim Ben in anger as he can't believe what stupid name Ben 23 gave to Articguana. **(A/N: Not as lame as Ben 10,000. He once plan to call him Absolute Zero before Young Ben told him to call him Articguana)**

"I destroyed your hoverboard, now I will- OW!" exclaim Freezelizard as Tetrax blasted him with crystal shards. Freezelizard swing his arm to blow the dust away and he was undamaged. "Hey, not cool!" growl Freezelizard as he jump down and pounce on Tetrax. Before Tetrax lift him up, Freezelizard blast him with his ice breath as well as propelling him up than Tetrax break free from the ice. Freezelizard land on a car than jump away as Tetrax's shards missed and destroy a car. Tetrax charge toward Freezelizard but he turn the street into ice and Tetrax slipped & fell on his back.

"Argh! You stupid brat!" growl Tetrax as he stand up, pull out his gun and start shooting at him. Ben 14 know he had to stop them so he roll up his sleeve and activate the Megatrix. He start rotating the ring dial until a hologram of a hooded ghost appear.

"Time to see what else he's made of." smirk Ben 14 as he slam the core and become engulf in yellow light, morphing in a black hooded ghost-like alien with green eyes and wore the Megatrix symbol on his chest. The white part of his body are now green. "**Nightmare!**" hiss the ghost.

"AHH! ANOTHER ALIEN!" scream a girl and Freezelizard hear her scream. He turn and saw Nightmare when he approaches them.

"Oh no, you don't!" scowl Freezelizard as he breathe an ice beam at Nightmare but he quickly evade him.

"Whoa! I'm on your side!" said Nightmare. Tetrax grab a truck and lift it up than a huge shadow hole appear under him and two giant shadow hands grab him.

"What the?!" exclaim Tetrax.

"Put the truck down!" order Nightmare as two huge eyes appear in the hole. Tetrax put the truck down than he got tackled by Freezelizard into the wall. Then he breath ice breath at Tetrax and frozen him but he broke free again and start shooting him but Freezelizard quickly scale up the wall so Tetrax follow him. Nightmare levitate his way up and watch as Freezelizard tackle Tetrax off the roof and crash on the street, forming a hole than he got squashed by a water tower. Freezelizard land on the tower and his Omnitrix start beeping then he release a bright blue light, morphing back into Ben 23. He struck a pose.

"It's Gyro time!" shout Ben 23. Everyone cheered and Nightmare cross his arms with a frown.

"'Gyro time'? Gwen and I say 'Hero time'." scoff Nightmare.

"Ben! Ben! When will you reveal Alien #24?" ask the reporter.

"Until I come up with a good name for him." smile Ben 23. As he jump down and continue talking to the press, the water tower got split in half by a crystal blade.

"The alien is still alive!" exclaim a man and Ben 23 turn around with a glare. Tetrax emerge from the water and growl at Ben 23. Then they heard a crazy laughter.

"**Joker! **Ha ha ha ha!" laugh Joker as he land on the ground and look at Tetrax. "Let's put a smile on that face!" grin Joker evilly. **(A/N: Like Rath and Jury Rigg, Joker is very hard for Ben to control since he's, well, crazy.)**

Joker created a sword made of dark matter and randomly teleport around Tetrax, striking him with every blow but Tetrax quickly press a button on his armor and teleported away.

"Aw, man! Fun's over!" moan Joker. Then the police surround him with their guns pointing at him. "Why so serious?" ask Joker. **(A/N: Does he remind you of the Joker from Batman? I think he does. :/)**

"Are you the **Intellectuary**?" ask Ben 23.

"Intellectuary?! Man, you're a terrible comedian, you know? Ha ha ha! HOO OH OH OH!" laugh Joker.

"Then who are you?!" ask Ben 23 again.

"Take a chill pill." scoff Joker as he press his Megatrix and release a yellow light, morphing back into Ben 14.

"I'm Ben 14 from another dimension." smile Ben 14 as he take his cap and sunglasses off. Ben 23 become surprised as he saw he look just like him.

* * *

Back at the main dimension, at the Plumber HQ.

"Anything?!" ask Looma.

"I'm searching as hard as I can!" said Verdona as she use Ben's old jacket to lock on his mana but nothing yet.

"Sorry. I'm just worried." sigh Looma.

"We know you are, Looma. But remember, Ben is a strong kid. He can handle himself for a while. We must concentrate on locating him than Gwen & Kevin." said Max.

"Thank you. Did you send Aggregor to the Null Void?" ask Looma.

"Yes, we did. We also place an inhibitor collar on him so he won't try to absorb any alien prisoners in the Null Void." explain Max. Looma smile then look at Jen.

"Don't worry, honey. We'll find Daddy, Aunt Gwen and Uncle Kevin soon." said Looma.

"I hope so, Mommy. I want Daddy to tell me the story of his adventures and help me find Gaia." smile Jen. Looma smile back and gave her a hug.

* * *

At Ben 23's mansion, Ben 23 bring Ben 14 into his room, which it was filled with many items of himself, DVDs, Movie poster, comics, everything.

"You must be very popular." said Ben 14.

"Yep! And it's all thanks to my **Hero Watch**." smile Ben 23.

"Hero Watch? Is that what you call your watch?" ask Ben 14.

"Yeah. I found it a few days after...Grandpa died." said Ben 23 as he look down at the floor. Ben 14 become shocked.

*_Grandpa died in this dimension?! But then, that means..._* Ben 14's thought was interrupted as Ben 23 continue talking.

"It just jump up and become stuck on my wrist. I couldn't take it off then I discovered I can transform into 23 alien forms. I started unlocking it more as I train myself then I become famous as I introduce the world of my powers. I fought bunch of aliens invaders that enter our planet and I earn so much fame and money." smile Ben 23.

"Oh. That's cool. I got famous too except it happen when I'm 16 because some kid named Jimmy Jones discover my true identity and blab it all over the internet." said Ben 14. "Even my cousin, Gwen, got famous."

"Dweeb? How did she got famous?" ask Ben 23.

"She found the Om-Hero Watch when she went camping with me and Grandpa Max. It clamp on her wrist and she can now transform into 10 super-sexy aliens." explain Ben 14.

"So she become Gwen 10? What about you, how did you get your Hero Watch?" ask Ben 23.

"K-Gwen built it for me using her smart alien form. That's when I become Ben 14." smile Ben 14 as he sit on the chair and ate some chili fries.

"Why just Ben 14? Is that all of your alien forms?" ask Ben 23 again.

"Used to, now I gain 10,000 alien forms." smile Ben 14 and Ben 23 become shocked.

"T-T-Ten thousand?! And I only got fif-uh, 90 alien forms." exclaim Ben 23. His left eye twitches but Ben 14 ignore it.

"Let me show you." Ben 14 activate his Megatrix and slam the core down.

His body becomes covered in orange fur with brown stripes, he grew black claws, and grew a tail. He has no eyes, gain gills on his neck and his lips are black. His teeth have sharpen itself and he wore a black/green collar with the Megatrix symbol on it.

"RAAAGHH! Grack, rowr!" roar **Wild Mutt**.

"Oh, you got **Dog-Nabbit!**" exclaim Ben 23.

"Arf?!" barked Wild Mutt in confusion.

"It was a gag of that name. I really don't know what to call him." smile Ben 23. Wild Mutt press his symbol and morph into...

"**Tetra Arms!**" shout the Tetramand.

"Cool, **Four Arms!**" smile Ben 23.

"You know, Dog-Nabbit is a terrible name. I called him Wild Mutt." said Tetra Arms then he morph into...

"**Upchuck!**" said Upchuck.

"Oh, **Vomit Man**. Hey, how did you change from alien to another without timing out? I have to wait 10 minutes or less until my transformation ended." said Ben 23.

"It's called Master Control. It allows you to switch forms at will without timing out." explain Upchuck than he morph into...

"**Eye Guy!**" shout the Opticoid.

"Yeah, I got him." grin Ben 23. Then Eye Guy morph into **Nova Blast, Diamond Shard, Road Block, Stink Fly, Big Chill** and **Spider-Monkey**. Ben 23 remain in awe and explain that he named them **Charcoal Man, Crystal Man, Mucus Fly, Moth Man and** **Mr. Monkey**, which cause Spider-Monkey to faint, anime-style. He morph back into Ben 14.

"Why you named all of these aliens like that? They doesn't sound cool." complain Ben 14.

"Why?" ask Ben 23.

"Well, for instance, I named my Freezelizard, Articguana, because he look like an iguana and he breathe a very cold ice beam. And I named Mr. Monkey, Spider-Monkey, because he has spider and monkey powers." explain Ben 14.

"Oh. Anyway, since I have so many aliens, I only use 23 of them. If I got a new alien, I replace one of my old one for the new alien and I sometime use my old one if the public ask for it or if I make a comeback." shrugged Ben 23.

"Well, I only use 45 of them every months since I have way too many aliens plus I have my own powers." Ben's eyes glowed sky-blue and show his fists covered in mana, making Ben 23 stumble back in shock. "Ha ha. Calm down. In my dimension, I'm half-Human half-alien. I discovered my Grandpa married a happy-go-lucky alien named Verdona after he rescue her from some evil aliens who try to use her as a fuel." explain Ben 14.

"That's cool. Hey, maybe you can help me name my new alien!" smile Ben 23 as he run up the stairs. Ben 14 follow him. They arrive at the rooftop where a huge poster show a silhouette of a tall figure with two antenna and bulked fingers. On the top was a dialogue that says: "_WHO IS ALIEN #24?_"

"This is my alien I'm going to introduce to the public, but I can't find a perfect name for it. I try with **Plug Man** but it doesn't sound right." said Ben 23. Ben 14 observe its appearance and the name 'Plug Man' describe someone familiar. Then he snapped his fingers.

"**Feed Back!**" shout Ben 14.

"Feed Back?" ask Ben 23.

"Yeah, he's my favorite. He has the powers to generate electricity and absorb any energy, like laser or electricity, to fuel his powers. He's the most awesome alien in my book!" smile Ben 14.

"Hmm, I like that name. Then Feed Back it is. Hmm?" Ben 23 place his fingers on his Bluetooth on his right ear as he got a call. "Yes? Uh-huh...Yeah, he wear the Hero Watch too... Yeah, he has 14 aliens... I know, I know. He has lesser aliens than me... A team up? Oh, sure I'll ask him that. See ya." said Ben 23 as he cancel his call.

"Who was it?" ask Ben 14.

"It's my agent. He ask me to ask you if you like to team up with me? It's for popularity, he says." explain Ben 23.

"Well, I'm gonna be here for a while... Sure, why not?" smile Ben 14.

"Great, because there is a group of mutated monsters rampaging in the city." said Ben 23 as he ran down the stair.

* * *

They arrive at the Bellwood street and found a horde of mutated lizards, about 28-feet-tall, wreaking havoc. The camera bots arrive next to them.

"_Ben 23 and his new sidekick has found the monsters. What aliens will they turn into?_" ask the robots. Ben 23 activate his Hero Watch and slam the core down. He engulf in blue light and morph into what look like Humungousaur but with blue eyes, blue belt and wore the Hero Watch symbol on his chest.

"**Giganticsaurus!**" shout Giganticsaurus. Ben 14 activate his Megatrix and slam the core down. He engulf in yellow light and morph into...

"**Big Chill!**" shout the Necrofiggain.

"_Giganticsaurus and Big Chill! I thought it was Moth Man..._" wonder the robots.

"Let's do this!" grin Giganticsaurus as he charge toward the monsters with Big Chill. Big Chill breathe ic-cold vapor and turn one of the lizard into a block of ice while Giganticsaurus grab one lizard and hammer toss him against the others. Giganticsaurus then grab a lamp-post and clopper the other lizard. Big Chill turn transparent and phase through the lizard, freezing him and making him numb then Big Chill land a hammer punch against his head, knocking him out. Giganticsaurus bash all the lizards away and they land on each other like a pile of fishes then Big Chill blasted them with his ice breath and frozen them.

"That's all of them." smile Big Chill as he morph back into Ben 14.

"Yeah! It's Gyro time!" grin Giganticsaurus as his Hero Watch symbol start beeping and morph back into Ben 23.

"Why do you say 'It's Gyro time'? Gwen & I always said 'It's Hero Time.'" ask Ben 14.

"It's to give credit to the Mr. Gyro company. Everyone always eat there since it's popular, and even more when I'm included. To tell you the truth..." Ben 23 lend closer to Ben 14's ear, "...I don't like gyros." whisper Ben 23 and Ben 14 chuckles. They walk down the street as Ben 14 explain the adventures he has with Gwen when he was 10-year-old.

"Than Gwen fought against Kevin, who got mutated into monster made of 10 aliens and lost his mind. She struggle to fight him than she transform into a female Feed Back for the first time and defeated him so easily and he turn back to normal." said Ben 14.

"Wow, this alternate Gwen is very good." said Ben 23.

"Yeah, she is good. But I tell you one thing; she has a form called **Fire Fly**, where she got a big butt!" laugh Ben 14.

"Pffftttt, ha ha ha! She got a big butt as that firefly girl?" ask Ben 23.

"Yeah, and she even shoot heat ray from her butt or blinded her foes with her butt like a nightlight!" said Ben 14 as he and Ben 23 kept laughing.

"I wish I can see that." chuckle Ben 23.

"I got several pictures here!" smile Ben 14 as he took out four pictures and show it to Ben 23. One shows 10-year-old Ben 14 measuring 10-year-old Fire Fly's tail and she notice Ben 14 & gave a death glare and exaggerated sneer. The second show Ben 14 holding a stick with a marshmallow on it and dangling it above her tail as it was glowing when she snore. The third show Fire Fly, which she mistransform in the Rust Bucket I, trying to walk her way to the door but kept slamming her tail against the kitchen set and the closet. She gave an embarrass expression with blushes & Ben 14 was seen laughing and pointing fingers at her. The last one show when Fire Fly got her tail stuck at the RV's door and struggle to pull free & Ben 14 is still laughing at her.

"HA HA HA HA! That is so hilarious!" laugh Ben 23.

"Yeah, I know! Ha ha ha ha- Huh?!" Ben suddenly sensed a mana. Suddenly they heard a rocket being fired and turn to see a missile heading toward them. Ben 14 quickly thrust his hands up and create a mana shield. The missile struck the barrier and release a huge blue explosion. Ben 14 lower the shield after the explosion subsided and use his mana to track down the attacker. He found him on the roof and it was...

"Seven-Seven?!" exclaim Ben 14. Seven-Seven lower his bazooka and saw the Bens survived.

[They survived? Guess I'll take a direct approach.] suggest Seven-Seven. Ben 23 activate his Hero Watch and slam the core down, morphing into what look like **Cannonbolt** but with blue eyes, metallic blue skin, dark blue armor and wore the Hero Watch symbol on his chest.

"**Rollaway!**" shout Rollaway. The robots arrive at the scene and stood next to Rollaway as Seven-Seven jump toward him and fire lasers from his shoulder-mounted turrets. Rollaway withstand the laser and curl up into an armored sphere, and spin dash toward Seven-Seven when he land on the street. He perform acrobatic stunts and evade Rollaway's charge. Rollaway stop and spin dash back at Seven-Seven but he jump over him again.

"Guess this is the job for..." Ben run forward and slam the Megatrix core. He release a bright yellow light and morph into...

"**Turbo!**" shout the Kineceleran as he continue running down the street at supersonic speed. He zoom pass Rollaway as he stand up and raise his invisible eyebrow & gritted his teeth when he notice something run pass him extremely fast. Seven-Seven pull out a device and start dialing the buttons then the screen shows a countdown timer. Then he pull out his energy sword but a black/green blur tackle him and left him sluggish.

[What was that?!] exclaim Seven-Seven. Then the blur return and repeatedly tackle him at high-speed then, in slow motion, Turbo jump and land a double kick against Seven-Seven's back, knocking him down on the ground. Turbo speed up to Rollaway's side.

"Now's your chance, Rollaway!" said Turbo.

"Right!" nodded Rollaway as he curl up into an armor sphere and spin dash toward Seven-Seven. He look up and saw Rollaway charging toward him

[Oh, crud.] said Seven-Seven then he got rammed hard and went flying across the street. He crash against the wall and exploded into pieces. Seven-Seven stood up and saw his device got broken. He press the button and teleported away.

"_Ben 23 saved the day again!_" cheered the robots as everyone applauded to Rollaway and Turbo as they morph back into Ben 14 and Ben 23.

"This is strange. Seven-Seven and Tetrax wear the same color-schemed armors, like they're from an organized group." said Ben 14.

"Nah, whatever. At least we beat him." smile Ben 23 as he walk away. Ben 14 follow but still have that uneasy feeling.

* * *

In the next morning, Ben 23 head down at Mr. Gyros to do his same routine as Gwen 10 and Ben 14 did at Mr. Smoothy; talking to fans and signing autograph. While he do his thing, Ben 14 tap his Megatrix core and it display the hologram of Looma and Jen.

"I miss you guys already. Maybe if I activate the homing beacon, they can find me." mutter Ben as he press the button and the core glow brightly.

* * *

In the outskirt of Bellwood, Vengeance look at her GPS device. A Megatrix symbol appear on the screen.

"Heh heh! Found you, Tennyson! Soon I will absorb your watch's powers and I will become unstoppable once again." grin Vengeance.

* * *

Back at the main dimension.

"I found him!" exclaim Verdona.

"You found Benjamin?!" ask Looma with hope.

"Yes! He's in Dimension 23! I'm going to open a portal for you and Jen." Verdona chant a spell and open a portal. Looma and Jen jump through it and Verdona close it. "Now Looma, find Ben and give him the memo for the dimensional teleportation spell." whisper Verdona to herself.

* * *

Back at Dimension 23, a group of thugs ran off with the stolen money and took out the police car.

"We're home free!" laugh the thugs. Then a black/green truck speed by and the driver look at them. The thugs notice him and grin as they speed off. The thug look behind and snicker but then gasped as the truck convert into a giant robot and jump over them and land in front of them. He grab the car and pick it up.

"Didn't your mother teach you it's not okay to steal?" grin **Road Block**.

"EEKK!" scream the thugs. After Road Block tied up the thugs with the steel wire and hang them on a pole, he morph back into Ben 14 and saw Ben 23 confront Ssserpent.

"You dare to face Ssserpent?" ask Ssserpent.

"Yeah, I do. And stop with that hissing, alien." frown Ben 23 as he slam the Hero Watch core and morph into Wild Mutt but with blue/gold yellow collar with the Hero Watch symbol.

"AWOO!" howl **Dog-Nabbit**. He grab Ssserpent's arm, shook him several times and slam him against the car. "GRRR!" growl Dog-Nabbit.

"Ahh! Don't hurt me, please-se-se!" begged Ssserpent then he got teleported away by Ben 14's teleportation spell but Ben 23 think he vaporized him. Since he can't talk, Ben 14 slap the symbol and morph him back into Ben 23.

"Nice job!" smile Ben 23 as he gave a thumb-up.

"No prob." shrugged Ben than they heard an explosion and they look to the right. The smoke rise up from the street and emerge Tetrax Shard and Seven-Seven but this time they brought a friend; a large robot wielding a staff walk between them.

"Tennyson, hand over the Omnitrix." order the robot which Ben 14 believe to be the Intellectuary.

"Why should I do that?" ask Ben 23, who doesn't know that the word 'Omnitrix' is the Hero Watch's real name.

"Because you have proven to be unworthy to wield it. If you don't turn it over, I will do it by force." explain Intellectuary.

"I say...No thanks!" grin Ben 23.

"So be it." grunt Intellectuary.

"_More alien threats! Will Ben 23 and his sidekick stop them?!_" ask the robots as they arrive.

Ben 14 & Ben 23 look at each other and grin. They activate their watches and slam the cores down, release the combined bright light.

"**Electric Yeti!**" shout the alternate Shocksquatch, who has blue eyes, black furs replaced with blue and wore blue/white belt with the Hero Watch symbol.

"**Nova Blast!**" shout the muscular Pryonite. "Okay, you handle the Intellectuary while I take on Tetrax and Seven-Seven.

"Sounds like a plan!" grin Electric Yeti. He jump up and cling on a pole as Nova Blast thrust his hands and fire a flamethrower blast. Tetrax withstand it while Seven-Seven flew up to the sky. He threw a fireball then he crack the street, yank off and ride it like a platform. He flew away to take the two bounty hunters away from Intellectuary. Electric Yeti look at Intellectuary but he got blasted out of the pole and crash on a car. He rub his head and open his eyes. Intellectuary's staff has smokes on the two nozzle on top, since it was fired then he start firing again, destroying the cars as Electric Yeti start running on four across the cars and on the streets, evading the laser cannons then he lost sight of him.

"Where are you, Tennyson? I don't have time to play game." said Intellectuary. When he look up, Electric Yeti jump from the roof and land on his face. "GAH! Get off me!"

"RAAAAAGGGHHH!" roar Electric Yeti as he release a powerful discharge of electricity and electrocuted Intellectuary.

"GYYAAAAAAAAAH!" scream the Intellectuary then he power-down and crash on his back. Intellectuary's chest open to reveal to a giant battlesuit. Electric Yeti saw the pilot then he look around and notice the robots are not here.

"Huh? Where's the camera bots?" ask Electric Yeti.

As the Nova Blast & Seven-Seven engage in a tug of war, he heard a familiar voice.

"_Stay away! Leave my daughter alone!_" shout the voice of Looma.

"_Where's my Daddy?! Don't hurt my Mommy!_" cried the voice of Jen.

"Looma? Jen? RAGGH!" Nova Blast release a heat wave and ignited Seven-Seven on fire, causing his jet pack to malfunction and fall down. Nova Blast look at the TV Screen and saw the SWAT teams fire tow cables and pin down Looma & some of them are taking Jen away. "Looma! Jen! I got- Argh!" grunt Nova Blast as he got shot by Tetrax and fell off his platform.

[Ow... Oof!] grunt Seven-Seven as Nova Blast land on him.

"Sorry, Seven-Seven. I got no time for this!" shout Nova Blast as he stand up and thrust his hands, unleashing a powerful heat at the street beneath Tetrax. The street turn into a boiling tar and Tetrax fell in and got stuck.

Electric Yeti's Hero Watch start beeping and morph back into Ben 23. Then he grab the pilot and grip him tightly. Nova Blast arrive and morph back into Ben 14 and look ahead to see who is he holding.

"Gah...Stop...You choking...me..." gagged a Galvan who look just like...

"Azmuth?!" exclaim Ben 14.

"Not so tough now, huh?" ask Ben 23 as he hold Azmuth upside down and begin to tear him apart.

"Ben, stop it! You're crossing the line! That's Azmuth, the creator of the Omnitrix!" shout Ben 14.

"The Hero Watch?" ask Ben 23.

"It's call the Omnitrix and you prove yourself unworthy!" grunt Azmuth as he remove the Hero Watch from his wrist and jump off his arm.

"Hey!" exclaim Ben 23.

"I sent this Omnitrix to Max but I was too late. It stuck on his wrist because his DNA is almost similar to Max so it mistook him. And I believe it happen to him the same way." said Azmuth as he look at Ben 14.

"No, it happen on my cousin, Gwen but my Grandpa is still alive and he taught her how to wield the Omnitrix. I got my own Omnitrix because she created it as the result of the feedback when the Omnitrix absorb an unknown energy." explain Ben 14.

"But why am I unworthy?!" ask Ben 23.

"I'll explain: You used it to gain fame and fortune to fill the void when your Grandpa Max died and you try to kill several aliens. Listen Ben, there are bad aliens but there's also good aliens, just like us humans. You don't need the watch to become a hero, you need a team." smile Ben 14.

"But who am I going to find a team?" ask Ben 23.

"You're looking at them." said Tetrax as he and Seven-Seven arrive. "We came here to ask him to join the Plumbers but he was too hard-headed to listen." explain Tetrax.

"Then it's settle." smile Azmuth as he toss the Hero Watch to Ben 14 then he give it back to Ben 23.

"Here, it's time to prove yourself worthy for the Hero Watch. Listen to Azmuth's advice and soon you will become a true hero." said Ben 14. Ben 23 smile, pick up the Hero Watch and it strapped back on his wrist.

"Thanks. From now on, I'm going to be just like you, and I'll change all my aliens' names with a cooler one." smile Ben 23.

"That's the spirit." smile Ben 14.

"Okay, so what are we going to do with the humans? They're planning to harm that Tetramand woman." ask Tetrax. Ben 14 got wide-eyed.

"LOOMA!" exclaim Ben 14 as he ride on his hoverboard and flew off. The others follow him.

* * *

"Let me go!" roar Looma as she swing her arms and toss the SWAT away but more come and hold her down.

"Mommy!" cried Jen as she try to reach to her mother. But the SWAT grab her and gave her to the civilian.

"Keep the child safe and find her mother." order the SWAT. Then they fully pin Looma down and they aim their guns at her.

"Ready! Aim!" said the SWAT Leader.

"STOOOOP!" shout Ben 14 as he jump off his hoverboard and slam the Megatrix core. He crash on the ground and the dust cloud shot up in the air. Then the cloud subsided and emerged...

"**RAAATH!** LET ME TELL YOU SOMETHING, SWAT TEAM! NOBODY, AND I MEAN NOVODY, HURT MY WIFE WHILE RATH IS ON THE JOB! RAAGGHHH!" roar Rath and his sonic roar send the SWAT flying backward then Rath confront the lady who is holding Jen. "AND YOU, LADY! PUT MY DAUGHTER DOWN OR FACE THE WRATH OF RATH! EVEN IF YOU'RE A WOMAN!" threaten Rath and the woman become so scare that I think she wet herself.

"Daddy!" chimed Jen as she levitate off the woman's arms and hugged Rath. "Daddy, I miss you!"

"Rath miss you too, Jen." smile Rath as he pat her head softly. Looma broke free and hugged Rath also.

"Oh, Beloved! Why did they attack me? They try to take Jen away!" cried Looma. Rath morph back into Ben 14.

"It's because, in this dimension, aliens aren't welcome on Earth but that is about to change. Right, Ben 23?" ask Ben 14.

"That's right." smile Ben 23 as he and the Plumbers arrive. The reporters become surprised to see the Plumbers behind Ben 23 and begin to ask Ben 23. "Everyone, these recent attacks from these three aliens was a big misunderstanding. You see, like us, there are bad aliens and good aliens. And these guys are good aliens. From now on, I welcome every good aliens to Earth & I will do my best to protect every humans and aliens alike, not for fames but for the future!" said Ben 23 and everyone cheered for his speech & the SWAT stand down.

After the interview, Looma look at Ben 23.

"I don't know, Benjamin look better without those get-up." said Looma with concern.

"Ben, who is this girl?" ask Ben 23.

"This is my wife, Looma, and my daughter, Jen." smile Ben.

"Whoa... she's sexy!" said Ben 23 in awe.

"Heh heh, oh stop!" giggle Looma. "Come on, Benjamin. Let's go home." when Looma said "home", Ben 14 remember something, or _someone_.

"Wait! We can't leave yet! Vengeance is still in this dimension so if we leave uncheck, she might absorb the Celestialsapien of this dimension!" said Ben 14.

"Then we will stop her." smile Looma as she kiss Ben 14's cheek.

* * *

In the next morning, Ben 23 wore the same clothes as Ben 14 except with blue color with #23 and change his hairstyle. He went to his hometown to pay his parents a visit. He open the door and called out his parents by their name, since he remember his mother want him to call them by names instead of Mom and Dad.

"Sandra? Carl?" Ben 23 call out. His parents arrive and saw Ben 23.

"Ben?! Oh Ben! You came back!" cried Sandra as she hug Ben 23.

"What made you come back?" ask Carl.

"Well, I made a new friend, and he told me what is more important than fame and fortune: family and friends. So I miss you, Mom and Dad." smile Ben as he shed tears and hug his parents.

"Oh Ben!" sigh Sandra as they share hugs. Outside was Ben 14 & Azmuth.

"He needed this as the first step to be the true Wielder of the Omnitrix." said Ben 14.

"I know. I just hope this Vengeance you spoke of does not find us until he's ready." said Azmuth.

* * *

**Looma- There! Chapter finished. Now to the next. La la la la~.**

**Ben- She sure got a singing voice.**

**Kevin- Maybe she'll be the next Galaxy Idol.**

**Axle- Somebody get me a new ice bag for my head.**

**Gwen- Here.**

**Axle- Noooot from you! Jen, give me an ice bag.**

**Jen- Okay.**

***Jen place a huge plastic bag filled with ice on my head***

**Axle- YEOW! Not _that_ ice bag, the one Gwen is holding! BRRRRR!**

**Jen- Oopsie! X3**


	42. Heroes x 2

**Chapter 42: Heroes x 2**

**Axle- Who's writing my chapter?**

**Looma- Me. Don't worry, I'm fast.**

**Ben- Unless she gets hungry.**

**Disclaimer: Axle doesn't own Ben 10 characters**

* * *

Ben 23 as **Four Arms**, whose green stripes are replaced with blue and has four blue eyes, was grunting as he lift up something. The camera panned out and show Four Arms lifting up a couch with Looma resting on it. **(A/N: This part is similar as Jake's fanfic because I like this part)**

"Come on, Ben 23. You can do it." said Looma as she eat some bananas.

"It will help...if you stop eating... Every time you eat... You're adding extra pounds!" grunt Four Arms as he lift the couch up and down.

"Hey, I'm hungry all of a sudden, okay?" said Looma as she start eating grapes.

"Yeah, you said that two weeks ago. Are you pregnant?!" ask Four Arms as he drop the couch down after he did 100 counts.

"What make you think... I'm...I'm...throwing up!" exclaim Looma as she ran to the bathroom and puke on the toilet. Ben 14 arrive and smile.

"Okay, Ben 23. Take a break." said Ben 14.

"Phew, the 100 counts was hard but it was even harder since your wife kept eating. She's not pregnant, is she?" ask Four Arms as the Hero Watch start beeping and morph back into Ben 23.

"Huh?! Let me check." Ben 14 look at the bathroom and scan Looma with his mana. He detected a second mana. Ben become surprised and a huge smile appear on his face. "Looma, you're having another baby!" exclaim Ben 14 in joy.

"I am?! Did you double check your mana?!" ask Looma as she gurgle the disinfection and spit it out on the sink.

"I did! And it's a boy!" said Ben 14 and Looma hugged him after she exited the bathroom.

"A boy? Oh, what joy!" squeal Looma. Jen enter the room, drinking apple juice. Azmuth was with her.

"Okay, Ben 23. Transform into Kineceleran and run from here to Mt. Rushmore and back again." order Azmuth.

"Okay." Ben 23 activate his Hero Watch and slam the core down. He morph into a Kineceleran with blue stripe on his uniform. "**XLR8!**" shout XLR8 then dash out of his mansion and run across Bellwood at supersonic speed then run across the outskirt and climb his way up to the peak of Mt. Rushmore. He then run back down, dash through the outskirt, run across the city and return back in his mansion.

"How I do?" ask XLR8.

"30 seconds. You beat your old records." smile Azmuth. "That's it for your training. Take a day off."

"Okay. I'm planning to visit someone." smile XLR8 as he dash out of the mansion and ran across the neighborhood. He found a house and run up to the door. He morph back into Ben 23 and knock on the door. The door open and standing in front of Ben 23 is Gwen Tennyson but, like Ben 23, her eyes are blue, has visible lips, a ponytail and she wear the same clothes as Gwen from **_Ben 10: Alien Force_**.

"Hi, Gwen." smile Ben 23.

"What do you want, doofus?" ask Gwen harshly.

"Why are you mad at me? I just came here to visit you." said Ben 23.

"Yeah, right. You know I'm still angry about you being so Mr. Macho." scoff Gwen.

"Look, Gwen, I know I have been selfish for two years but I turn over a new leaf. Look, I return to my old clothes and giving my aliens a cool name." explain Ben 23.

"You better, because **Jumping Bug**, **Freezelizard**, **Giant Manster** and **Dog-Nabbit** are terrible. What's next, you want to beg me to be part of your fame?" ask Gwen bitterly.

"Well, yes but-"

"I knew it!" snapped Gwen as she swing her door shut but Ben 23 stop her and push the door open. "Leave me alone!" growl Gwen.

"Gwen, I know what this is about! It's not just about me being a show-off, it's about Grandpa, right?" ask Ben 23 in serious tone. Gwen was taken aback and become speechless. She look down and rub her arm with her hand. She open her mouth and said the word slowly.

"Yes..." she said.

"I know how hard it is for you, Gwen. It hurts me too, but I don't want you to suffer forever." said Ben 23 softly.

"Why are you being nice to me?" ask Gwen.

"Well, I have thought about you and I realize how terrible I was, you know, calling you a geek, nerd, dweeb, all these insults & I felt awful about it. I never meant to hurt your feeling." said Ben 23.

"Well, you have..." sigh Gwen as she starting to blush. She has some unknown feeling rising up from her heart. Wait, is she developing some FEELING for him? No, she must be imagining things but still...

"Gwen, your parents aren't home, are they?" ask Ben 23.

"No, and they never will be." frown Gwen as she head back inside. Ben 23 follow her and look around.

"Then where did they go?" ask Ben 23.

"Away. They left me, remove my family name & abandon me." answer Gwen.

"But why?" ask Ben 23, who become very shock.

"Because I am an alien scum!" snapped Gwen as she turn to face Ben 23 with her eyes glowed red. Ben 23 recognized it.

"You're a Hybrid!" exclaim Ben 23 but with a smile.

"Yeah, go ahead and laugh! I'm a dweeb with alien powers! Nobody love me anymore..." cried Gwen as she sat down on the couch and start weeping. Ben 23 sat next to her.

"When did it happen?" ask Ben 23.

"I don't know... I was just...studying until a kid hit me on the head with a book, then everyone start mocking me, calling me a nerd, dweeb... They dumped the paint on me... ruined my clothes... Then I lost it; I start levitating everything around me and my body changed. My clothes burn off and my skin turn red, my hair turn reddish-pink flames and I start wrecking things around me until I calm down. The polices said that I am an alien and...threaten me to leave Planet Earth but I refused. They fire a bazooka and blow my arm off but I grew a new arm. I ran back home and I discover that my parents turn against me too. They think I killed their 'real' daughter and took her place. Everyone hated me. It's like...I don't belong here no more..." sigh Gwen. **(A/N: Her background story sounds somewhat similar as Carrie.)**

"But now it's different. I told everyone that the good aliens are welcome to Earth. They will respect you now." smile Ben 23 as he massage Gwen's hand. Gwen look at her hand than at Ben 23.

"But we are no longer cousins, Ben. You're human with a watch that let you become 23 different aliens, I am a human-alien Hybrid. My name was not even Gwen Tennyson no more. Why are even you here?" ask Gwen with tears in her eyes.

"Like I said before, I came here because I felt sorry for mistreating you and I want to say I'm sorry and... I love you." smile Ben 23.

"Love me how? As cousin? Friend? Or..." Gwen stop there as she look away but Ben 23 place his hand under her chin and turn her head so she face him again.

"I thought this over many times... I can't love you because you're my cousin. But since you're alone in this big wide world, I started to realize I love you more than a cousin. Gwen, even if you're not my cousin anymore or no longer a Tennyson, I love you." said Ben 23. Gwen was really touched and felt her heart's pain being replaced with joy. They lend closer to each other and Gwen stop him but then let him come closer and share their first, gentle kiss. Ben 23 haven't realize Gwen smell so good, like a vanilla. And her lips taste like strawberry, her hair felt so soft and her skin is smooth. And after 2 years, she become more beautiful than the last time he saw her.

Gwen never thought she would be kissing her cousin but like she said, they are no longer related since the world has kicked her out as a stranger. No family and relative remember her except...Ben. Her doofus cousin who used his Hero Watch to become famous and wears golds on his clothes like an arrogant rich people. But now he return to his normal self and appear as her new love in her broken, lonely life. She never been so happy in her life.

They have been kissing for 20 minutes and needs some air so they broke their kiss. Ben 23 reach for his bag and pull out a present.

"This is for you, Gwen." smile Ben 23. Gwen grab it, shake it next to her ear then open it. It was a duplicate Omnitrix but it's colored red/rose.

"A Hero Watch...for me?" ask Gwen in happiness.

"A friend of mine built this for you. It has 23 alien forms already downloaded. They're not the same as mine but you find them useful." explain Ben 23. Gwen hugged him and cuddle her cheek against his cheek. She never thought Ben 23 feel so soft, like she's hugging a big, fluffy teddy bear. And he's even more handsome than the last time she saw him.

"Thank you so much." smile Gwen. She pick up the Hero Watch and it clamped on her wrist. It beeped as it's ready to be use. She press the button and rotate the ring dial but she don't know what to choose. "I-I don't know which forms shall I try it out." stammer Gwen nervously.

"Here, let me choose it for you." smile Ben 23 as he select the form for her and press the core down. She engulf in bright red light and morph into what look like **Fire Fly** but she has blue eyes and wore the red/rose Hero Watch symbol on her forehead. She look at herself.

"Whoa... I become a insect-like alien and..." She look behind her and saw her tail. "AND I HAVE A BIG BUTT!" exclaim Fire Fly.

"Heh heh. Don't worry, Gwen. Her name is Fire Fly. She can generate fires, fly, glow in the dark or blind people and shoot heat ray from her tail." explain Ben 23.

"You mean my butt!" shout Fire Fly.

"Hey, at least you look sexy with that butt. A beautiful, sexy girl with a sexy butt." smile Ben 23. Fire Fly blushed in bright red and smile at her new lover. "Come on, I'll join you." Ben 23 activate his Hero Watch and morph into what look like **Stink Fly** but has dark blue skin, turquoise uniform, blue eyes and wore the Hero Watch symbol on his face. "**Stink Fly!**" shout Stink Fly.

"Wasn't it **Mucus Fly**?" ask Fire Fly.

"Like I said, I decide to give my aliens some cooler names. Come on, let's fly!" smile Stink Fly as he and Fire Fly dash out of the house and fly through the sky. She never felt so free, soaring through the sky with happiness but nothing makes her more happy than her new boyfriend, Ben 23.

* * *

Back at Ben 23's mansion, Ben 14 and Looma are helping Jen how to control her powers well and she was doing great. Then Stink Fly and Fire Fly enter the mansion by the front door.

"Hey, guys!" chimed Stink Fly.

"Whoa, another Ben?" ask Fire Fly when she saw Ben 14. Then both of their Hero Watch symbols start beeping and morph back into Ben 23 and Gwen.

"I take it this is my alternate cousin." smile Ben 14. After some explanation and teach Gwen the basic of her powers, Ben 23 left to talk to his agent about something while Ben 14 continue talking with Gwen as Looma went to sleep.

"Let me tell you what other aliens you have. You have **Battlefly, Frostblight, Unitaur, Typhoon, Stinkbomb, Starblade, Fembot, Overflow, Mother Nature, Elemental, AurorAngel, Solar, Tigra, Wild Cat, ConquerFrog, Blossom Rose, Needle Mouse, Fire Fox, Raptor, Sonicboom, Enernite, & Hunter.** Enernite allows you to transform into that alternate form of yours easily without suffer lack of controls. Whoa! Look at the time. Let's get some sleep." smile Ben 14 as he went to sleep with his wife. Gwen become very happy that she met someone who has the same powers as her and learn how to control it. She yawn as she become sleepy and went to sleep on Ben 23's bed. Ben 23 smile when he saw her sleeping then resume talking to his agent.

"Now, I have brought my new girlfriend in my house. I'm going to introduce her to everyone so she get her chance to become Gwen 23. No, it's not for fame, it's to show to some of her friends that she's not evil. Okay, I'll do the Mr. Gyros announcement. Yes, I'm the best. Bye." Ben 23 finished his call and sigh in relieve. His agent is very hard to convince. He went to the bathroom and get undress to wear his pajamas. He exit out, just to find Gwen putting on her top pajamas.

"Hey, beautiful." smile Ben 23 and Gwen jumped by surprised.

"Oh, you scared me. Um...mind if I s-sleep with y-y-y..." Gwen stammer as she twiddle her fingers and blushed.

"Sure. Join in." smile Ben 23 as he crawl under his blanket. Gwen did the same and she stare at Ben 23.

"Ben?" ask Gwen.

"Yeah?" ask Ben 23 as he gaze at her beautiful green eyes. She smile deeply and move closer to him.

"I love you." said Gwen softly.

"I love you too." smile Ben 23 as their lips met and enter a loving embrace. Gwen continue kissing until she rubbed her leg against Ben 23's leg, making Ben 23's blood rises and his face turn red. Ben 23 grin and stroke his hand on her amazing curve, then down to her leg and stop on her butt. He gave a tight squeeze and Gwen moan in joy.

"Take it easy. We're 12, remember? Wait until we're 18, okay?" whisper Gwen.

"Okay." nodded Ben 23 and they both went to sleep.

* * *

In the next morning, the city was attacked by a group of evil circus freaks. One is a muscular man who is strong enough to lift a whole truck, the second is a woman who can manipulate her super-strong hair to attack her target and can smash an armor truck and last is a man who can breathe a powerful toxic gas that melt anything within contact. Their leader is **Zombozo**.

"Ladies and gentlemen and victims of all ages! Welcome to my show!" laugh Zombozo evilly while his minions; **Thumbhead, Acid Breath and Frightwig** wreak havoc in the city. Ben 23 and **Gwen 23** arrive at the scene.

"Clown? I hate clown." moan Ben 23.

"Don't worry, Ben. We can take him." smile Gwen 23. The robots arrive at the scene.

"_Ben 23 and his new partner has arrive at the scene! This girl wields a second Hero Watch. What alien forms shall they transform?_" ask the robots. The couple slam their Hero Watch cores and release a bright light.

"**Crushopper!**" shout the alternate Crushopper, whose skin are sky-blue, wear black/dark blue uniform and has blue eyes.

"**Battlefly!**" shout the alternate Battlefly, who has blue eyes.

"_It's Crushopper and Battlefly! Let us know if you like the Jumping Bug's new name!_" shout the robots.

Crushopper made a super-leap and cracked the roof beneath while Battlefly fly her way down. Crushopper head butted Thumbhead into the ground and knock him down but he grab him and throw him away. He flip over and land on his feet.

"Whoa, tough guy, eh?" grin Crushopper as he continue his attacks. Battlefly evade Hairling's attacks and summon a huge vine to grab her but Acid Breath spew his toxic spray and weaken the vine, allowing Frightwig to break free. Battlefly & Crushopper continue their assualt but they are too strong and send them crashing on the gas station, releasing a huge explosion.

"OH NO!" gasped everyone. Emerging from the flames was a red mana bubble and inside was the weaken Crushopper and Battlefly. She drop the shield and they fell on the ground.

"They're...tough one, alright." said Crushopper.

"I'll heal us." Battlefly start vocalizing her voice and sang a beautiful song. Crushopper become surprised as he never knew Gwen's voice sound so beautiful. Then he no longer feel pain. Battlefly's song heal both of them instantly and they're back at full strength.

"Thanks, Battlefly!" smile Crushopper.

"You're welcome. Let's show everyone our new powers." smile Battlefly as she slap the Hero Watch symbol on her chest, releasing a bright red light and morph into...

"**Sonicboom!**" shout alternate Sonicboom. Armors are still blue but she has blue eyes. Then she dash toward Frightwig and spin around her at high-speed, forcing her to get tied up by her own hair. "Too easy!" smile Sonicboom.

"_Whoa! Did you see that? Battlefly switched form!_" exclaim the robots.

"Nice! My turn! Wahoo!" cheered Crushopper as he super-leap in the air and slap his Hero Watch symbol. He morph into...

"**Diamond Head!**" shout the alternate Diamond Shard, with blue eyes, blue stripe on his uniform, blue belt and blue soles on his boots. He dive down and crash on Thumbhead, defeating him at once. He stood up and smile. "You got 'Thumb' down. Ha ha!" laugh Diamond Head.

"Oh Ben." giggle Sonicboom.

"_That was amazing! Crushopper transform into Crystal Man, who is now called Diamond Head!_" cheered the robots.

"It's not over!" growl Acid Breath as he spew another toxic goo. Diamond Head morph his arms into shields and protect himself. The acid has no effect on him.

"Okay, now _that_ is gross!" exclaim Diamond Head. Before Acid Breath attack again, Sonicboom dash around in circle and made Acid Breath dizzy than Diamond Head slam his fist into the ground and send a field of crystal toward Acid Breath, trapping him and he can't get free as his toxic breath has no effect on crystal.

Then both Diamond Head and Sonicboom morph back into Ben 23 and Gwen 23 & shout; "It's Gyro Time!"

"Nice performance. But I'll be back!" grinned Zombozo as he took out a small balloon that grew larger and larger until it exploded in confetti. When Ben 23 and Gwen 23 regain their bearing, Zombozo is gone and he left his goons behind. Everyone gathers around Ben 23 and Gwen 23.

"Ben! Ben! Why did you start changing your aliens' names?" ask reporter #1.

"Ben! What's your partner's name?" ask reporter #2.

"Is she your girlfriend?" ask reporter #3.

"One at the time. I start changing my aliens' names because I want them to sound more cooler. And this is my new partner and girlfriend, Gwen 23. She's an alien too but didn't realize it until an incident at Bellwood Middle School. She was heartbroken and kicked out because she's different but being different is good. You think differently, you choose differently and you live differently because you are special. Everyone is special; whether it's super-power, aliens, professional artist, etc. I brought her here so she can show everyone how special she is and I love her." smile Ben 23 and Gwen 23 smile back as she was touched by his speech. Everyone start asking more question.

"Calm down, let's take this interview over at Mr. Gyros." smile Ben 23 as he and Gwen 23 head to Mr. Gyros with the reporters.

* * *

Back at Ben 23's mansion, Ben 14, Looma, Jen and Azmuth were watching the TV.

"That was a nice speech." said Looma as she start crying.

"He starting to become more like Grandpa Max." smile Ben 14.

"Yes, he does. And they control their Master Control very well. Vengeance didn't attack us yet. Are you-" before Azmuth ask, Ben 14 senses someone coming at high-speed.

"She's coming! I can sense her!" growl Ben 14.

"The mean lady who took Gaia away?" ask Jen with a glare.

"Yes! And she's... Oh no... She's heading toward Ben 23!" gasped Ben 14. Looma and Azmuth become shocked. Ben 14 chant the teleportation spell and teleported them to Mr. Gyros.

* * *

While Ben 23 and Gwen 23 continue their interview, a mysterious woman arrive and grin evilly as she saw Ben 23.

"Excuse me, Ben 23. Can I look at your Hero Watch?" ask the woman.

"Uh, sure." said Ben 23 as he show her his Hero Watch. Her grin grew wider until someone shout.

"VENGEANCE! DON'T!" shout Ben 14 as he, Looma, Azmuth in his battle armor, Tetrax and Seven-Seven arrive at Mr. Gyro.

"Too late!" grin Vengeance as she grab the Hero Watch and start absorbing its energy.

"ARGH!" scream Ben 23 in pain.

"LET HIM GO!" shout Gwen 23 as she thrust her hands and fire a red mana bolt at Vengeance, pushing her away. She stood on her ground then start grunting into pain.

"Graahh...grrr...RAAAAAAGGHHH!" roar Vengeance as she transform into a Tetramand then her right arm become a Pyronite arm with the Ploymorph tentacle, her left arm become Polar Manzardill arm with the three claws. Her second pair of arms become the Arachnichimp arms, her back grew Necrofiggian's wings, she grew four tails; the Lepdoriterran, Gourmand, Kineceleran, and Polar Manzardill's tails with stingers, grew gills on her neck and her face become a Galvanic Mechamorph's face. On her whole body minus her lower body are filled with the Opticoid's eyes. She become **Vengeance 24**.

"Oh no!" gasped Looma.

"Five aliens are enough but now 23?!" exclaim Ben 14.

"Yesss, I have transformed once again, only more powerful!" growl Vengeance 24. Ben 14 use his mana and grab Vengeance 24 and toss her out of the fast food store before she cause damage. "Looma, you and Jen stay out of this. She become too powerful for you two. We'll battle her." order Ben 14 and Looma nodded. The team ran outside with Ben 23 leading the way.

"_We got a bigger threat, folks! An evil alien attack Ben 23 and transform into a monster made of Ben 23's alien body parts!_" exclaim the robots as they arrive.

***_Insert Song: Time of Dying_***

Ben 23 activate the Hero Watch and slam the core. He engulf in blue light and morph into...

"**Four Arms!**" shout the Tetramand as he swung two of his left fists and punched Vengeance 24's face but she remain standing on her ground.

"Nice try. GRARR!" roar Vengeance 24 as she grab Four Arms with her lava/blob-like hand and slam him into the ground. She pressure him hard into the ground as Four Arms struggle to break free. "I have absorb all 23 of your alien powers, Tennyson! I am unstoppable!" laugh Vengeance 24 as she start punching Four Arms with her second set of arms.

"Hey, Osmosian!" shout Tetrax. Vengeance 24 look up and saw Tetrax coming toward him. "Batter up!" Tetrax ram his fist against Vengeance 24's face and send her flying as she crash through a trunk, then the flower shop and crash against the supermarket building. She stood up and crack her neck.

"Hardly felt that, Petrosapien." grin Vengeance 24 then she inhale deeply and belched a powerful ice beam at Tetrax but he side-step to evade and Seven-Seven start shooting her with his laser cannons.

[Fall down, will ya?!] growl Seven-Seven.

"Not gonna happen!" Vengeance 24 throw up a huge blast of vomit at Seven-Seven and the acid melt away some of his armor. Then she swung her tails and bash Seven-Seven away. She open her wings, which place around her like a coat, and dash toward Tetrax but Ben 14 stand in the way and slam his Megatrix, releasing a bright yellow light. Before Vengeance 24 realized it, she crash into a huge mass of sand. The sand was part of a humanoid sand-like creature with two braces on his shoulders and a mask on his face. The Megatrix symbol is on his left brace.

"Say hello to **Sandbox!**" laugh the sand-like alien. Vengeance 24 ignited her body in flames and cause his torso to turn into glass. Then she broke free, "ARGHH!" scream Sandbox.

"Take this!" Vengeance thrust her upper right hand and unleashed a huge fireball at Sandbox but he release a yellow light and morph into...

"**Overflow!**" shout the Aquanite and counter with his water cannon, canceling their attacks out. Then Overflow morph into...

"**Muscleman!**" shout Muscleman as he charge toward Vengeance 24, enlarge his fist and throw a punch but Vengeance 24 wrap behind him at supersonic speed and impale her tails on his back, spilling his blood out. "GYAAAH! Grrrr, get off me!" shout Muscleman as he swung his backhand punch but Vengeance 24 jump to the building and cling on the wall. Then she fire a powerful laser from her eye and energy blasts from her center eyes from her chest, blasting Muscleman into the ground. As the smoke lifted, Muscleman emerged as **Badaboom**.

"Take this! And that! And some of those!" shout Badaboom as he toss multiple Micro-Badaboom at Vengeance 24, release multiple explosion but she jump out, wielding a huge pillar of ice crystal and slam it against Badaboom.

"Got you! Huh?!" exclaim Vengeance 24 as the electricity arc out of the crystal than climbing on top of the crystal is a small Nosedeenian.

"**Buzz Shock!**" shout the Nosedeenain as he thrust his hands and fire a huge surge of green lightning bolt, electrocuting Vengeance 24. She let go of the crystal and grunt in pain. She look up as the yellow light blinded her.

"**Mega Cannonbolt!**" shout M. Cannonbolt as he spin dash toward Vengeance 24 but she land a powerful punch, sending him flying. M. Cannonbolt recover and start spin dashing toward her. Vengeance 24 grin then spew acid goo at the ground where M. Cannonbolt is going to land. When he jump, the goo pull him back and he got stuck. "Oh man, I hate it when this happen!" groan M. Cannonbolt. Vengeance 24 snapped her fingers and the goo ignited in flames and exploded, sending M. Cannonbolt flying and crash on the ground. He morph back into **Cannonbolt** then back into Ben 14. Gwen 23 spun her Hero Watch ring dial and slam the core down, becoming engulf in red light and morph into...

"**Stinkbomb!** A skunk?" wonder the alternate Stinkbomb **(Pale blue fur and blue eyes)** as she look at herself then place her hands on her butt-cheeks and push it up to check if her butt got bigger. Then Tetrax got blasted by Vengeance 24's sonic scream and he lost consciousness. Stinkbomb saw Vengeance 24 approach her.

"Gwen Tennyson? Good, then I will absorb your powers too!" grin Vengeance 24. Four Arms heard that and become angry. He stood up and made a powerful running start. He land a powerful punch that really hurt Vengeance 24.

"You. ***Morph into Eye Guy [Blue eyes and blue cuffs] and blasted her with his center eye*** Stay. ***Morph into Stink Fly and spew acid goo on her*** Away. ***Morph into Heat Blast and blast her with a huge fireball, igniting the goo and exploded*** From. ***Finally, he morph into Cannonbolt and tackle her into the wall than morph into Shocksquatch*** GWEN!" roar Electric Yeti as he unleash a burst of electric shockwave and electrocuted Vengeance 24. Suddenly he got blasted by a huge fire breath then he got frozen in a block of ice.

"That hurts a little bit but not enough!" laugh Vengeance 24 as she slam her fist against Electric Yeti and send him flying away until he crash on the billboard that said "**_BEN 23: THE SECRET OF THE HERO WATCH_**" and knock it over. He morph back into Ben 23 and he stood up in pain.

"BEN!" scream Stinkbomb in horror then she growl at Vengeance. "You...You...are gonna pay!" hiss Stinkbomb as she grab Vengeance 24 in a mana bubble and slam her against the ground, turn around and aim her furry butt at her then release her toxic gas at her face. Then she morph into **Fire Fly** and fire a powerful heat ray from her tail, releasing a huge explosion and send Vengeance 24 crashing into the ground. Fire Fly morph into **Starblade** and start spinning like a shuriken and tackle Vengeance 24 several times then she morph into **Frostblight** and breathe an ice vapor and frozen her solid. Then she jump and start somersaulting as she release a red light. She emerge as **Needle Mouse** and spin dash through Vengeance 24, shattering her into pieces. She stood her feet and start panting for air.

"You're...finished..." panted Needle Mouse.

"You think?" ask a voice that put shock on Needle Mouse. Suddenly a blue transparent figure emerge from the ground and phase right through her, causing her whole body to be half-frozen and numb. She fell on her knees and clutch her belly in pain. She look up and saw Vengeance 24 standing before her, and she suffer no damages. "Are you done playing around?" ask Vengeance 24 as she backhand punched Tetrax and Seven-Seven with her second set of arms. Needle Mouse gritted her teeth hard and her eyes twitches in rage. She curl up into a ball, start accelerating her rotating and dash toward Vengeance 24 with a super spin dash but she caught her and slam her into the ground. Then she lift her arm up and slam it back down, sending her down into the ground. She gave a grin then receive a powerful blast on her back but thanks to her wings, her eye didn't got damage and she saw who attack her.

"Galvan... You sure have a death wish." growl Vengeance 24.

"I won't let you abuse the aliens' powers, Osmosian." frown Azmuth in his battle armor. He charge toward Vengeance and swung his staff, striking Vengeance 24 down but she shot up and grab his staff, entering a tug of war. Azmuth won by head butting Vengeance 24 then start bashing her with his punches. Ben 14 stood up and shook his head.

"Ow... She manage to defeat an evolved alien. Better try someone else." Ben 14 search for a perfect alien form and he found Feed Back. "Okay, it's Feed Back time!" grin Ben 14 as he slam the Megatrix core and release a bright yellow, becoming... uh-oh...

"**Alien X!**" shout the Celestialsapien then he remain standing firmly.

"Beloved! Why did you become Alien X when that's what she wanted?!" shout Looma but Alien X didn't answer. "BENJAMIN, ARE YOU LISTENING?!" scream Looma as she pick up a table, toss it and smack Alien X in the face. He didn't feel it but he fell on his back while still in his pose. **(A/N: Awkward and, wah-oh! Mood swing dead ahead! O_o)**

"What's wrong with Ben 14?" ask Tetrax as he stood up.

"DEAF AND STUPID, THAT'S WHAT!" growl Looma. Jen yank her mother's lower hand and she look down to her.

"Mommy, Alien X's voices. I read them well with my glowing thing. One is mean, another is kind and sweet and the last one is Daddy." chimed Jen with an innocent smile.

"Of course, Celestialsapien has three personalities and it need all three of them in order for Alien X to move. Judging of what the child said, Alien X's two personalities are berserker and peaceful so they must be bickering now." explain Tetrax.

"I don't believe it! Is that Chili Fries I smell?" ask Looma as she head back in Mr. Gyros while Tetrax fainted anime-style and Jen become confused & scratch her head with her fingers.

While Azmuth and Vengeance 24 are battling toe-to-toe, let's look inside Alien X's consciousness.

* * *

"Oh, look, **Bellicus**! Ben Tennyson has return since his last visit!" chimed **Serena** as she and Bellicus notice Ben 14 floating in the void of space.

"Great... Why did he come here for? So we can listen to his stupid wisecrack?" scoff Bellicus.

"WHAT?! I transform into Alien X?! But I want the Conductoid!" exclaim Ben 14.

"Must you talk loud?" ask Bellicus bitterly.

"Why not?" ask Serena sweetly.

"Two things: 1-I only use Alien X in worse case scenario and 2-That Osmosian freak want to absorb Alien X's powers!" explain Ben 14.

"Then let her try." grumble Bellicus.

"Bellicus, must you be rude?" ask Serena.

"Please, let me switch form and-"

"Listen, woman. Don't tell me what to do and shut up! You're giving me a headache..." scowl Bellicus.

"Oh! Such nerve! Now listen-" As they continue arguing, Ben 14 cover his ears and moan in annoyance.

"Great! I'm trapped here to listen them arguing!" groan Ben 14.

* * *

Vengeance 24 grab Azmuth's fist then melt it and tear it off. Azmuth swing his staff at her but she turn intangible and went through her as well as turning the staff in ice. Azmuth drop it and start punching Vengeance 24 using his remaining arm but Vengeance 24 slash it off and land a powerful uppercut then she jump toward and start pounding Azmuth from the air into the ground with a crash. He try to fight back but she force herself to create a mouth, filled with razor-sharp teeth and split into four hings. She chomp on the face and tear it off. She spit it out and start using her two set of arms to tear Azmuth's armor into many pieces until only Azmuth's pilot seat is left. He start quivering in fear as he's disarmed.

"Ha ha ha ha! You're finished!" grin Vengeance 24 as she tower over the brilliant Galvan of all. Suddenly she heard the ground cracking and rumbling. She turn around and saw the ground shatter, emerging a spin ball and jump into the air. It reveal itself as Needle Mouse and she thrust her head down, firing a series of quills at her. Vengeance 24 block them but they struck her eyes.

"GYAAAAHH! MY EYES!" scream Vengeance 24 in rage then Needle Mouse land on the street and pull one of her quill out. She hold it like a staff and charge toward Vengeance 24 but, using her Mechamorph eye, she grab Azmuth's staff and clash it against Needle Mouse. They start clashing on and on but that gave Vengeance 24 the time for her Opticoid's eyes to heal. She open them and read Needle Mouse instantly by spinning the staff then smack Needle Mouse away. She recover and land on the side of the building as she release a red light.

"**ConquerFrog!**" shout the alternate ConquerFrog and she super-leap in the air and shoot her long tongue and lasso Vengeance 24 but she grab her tongue and slam her against the gasoline truck, causing it to exploded. Then the flames got vacuum into a single spot and emerged **Fire Fox**.

"Right back at'cha!" smirk Fire Fox in Austria accent as she belch a huge fireball. Vengeance 24 thrust her hands and absorb it, fueling her powers more. She gave a sadistic grin as she lift Fire Fox up using **Gravattack's** gravitkinesis then slam her into the ground. She groan in pain then create a mana barrier to protect herself but Vengeance 24 levitate a building and slam it against Fire Fox, burying her in the rubble. Ben 23 saw everything and drop on his knees.

"Gwen... GWEEEEEENNN!" scream Ben 23 in sorrow.

***_Song ended_***

"Mwah ha ha ha ha! So pathetic! Hmm?" Vengeance 24 turn to her left and saw Ben 14 as Alien X on the ground. Her grin grew wider.

"Yes! That fool transform into a Celestialsapein! Finally, I will obtain the Ultimate Prize!" laugh Vengeance 24 as she walk toward Alien X.

Everyone remain shocked and frozen as they helplessly watch Vengeance 24 ready her hands to absorb Alien X.

"STOP!" shout a voice that made everyone wide-eyed. They look at the rubbles and a bright light emerges from within. Standing out of the rubbles is a red Anodite with blue eyes and wore the Hero Watch symbol on her chest. "I won't let you!" growl **Enernite**.

"Gwen?! Gwen, you're still alive!" cried the relieved Ben 23.

"Ben, help Alien X. Only you can cancel the transformation. I'll hold her off." said Enernite in a serious tone. Ben 23 nodded and run his way down through the fire escape. Enernite start increasing her power level then release a mana aura.

"Ha. You can't defeat me, Anodite. Jen probably can but now I surpass her!" grin Vengeance 24 but then notice Enernite start receiving manas from Tetrax, Seven-Seven, Azmuth and Jen, increasing her power level even more.

"Are you ready?" ask Enernite. Vengeance 24 spit at the floor and scoff. Then she made a running start and charge toward Enernite at supersonic speed then she disappear. Enernite remain frowning then, suddenly, Vengeance 24 appear behind her and throw a punch but Enernite lift her right arm over and caught her fist.

"HUH?!" exclaim Vengeance 24 then Enernite toss her ahead. She stumble over on the street then quickly stood up and fire her vomit at Enernite.

"**Reflecto!**" shout Enernite and the vomit got redirected back at Vengeance 24 and splash her face. Since her face was a living metal, it start burning.

"AHHH! Why you...MAGGOT!" roar Vengeance 24 as she slam her two set of arms into the ground and unleash a tremor but Enernite start hovering and the attack was ineffective. Vengeance 24 close all of her eyes and reveal her center eyes on her chest then fire a powerful beam at Enernite. She counter with her mana wave and push it right back at her, sending her crashing into the building.

Ben 23 reach the ground level and run toward Alien X.

"Ben 14! Can you hear me?!" ask Ben 23 then he tap his face twice, making a deep pulsing sound. "Hmm, maybe if I turn his symbol and slap it..." Ben 23 turn the Megatrix symbol clockwise then slap it and Alien X release a yellow light. In his place is...

"**Atomix!** YES! My second best alien! Thanks, Ben. You will not believe the headache I receive." said Atomix.

"Ben, how can we defeat her? She's too powerful and I don't think Gwen can finish her off." exclaim Ben 23.

"Remember the story I told you, about Gwen 10 defeated Super Kevin 11?" ask Atomix. Ben 23 thinks for a while then snaps his finger.

"Feed Back!" smile Ben 23.

"That's right. I was planning to become Feed Back but I mistransform so _you_ should become Feed Back. Introduce the world your Alien #24." smile Atomix as he ran ahead to assist Enernite.

Vengeance 24 charge toward Enernite but she lift her hand and flick her forehead, sending her crashing through the street and land on the ground, forming a creator. She fly up in the sky and growl at Enernite then charge toward her. Enernite chant a spell and she disappear, causing Vengeance 24 to miss and crash on the street. She shot up in anger.

"RAGHH! COME OUT, ANODITE!" growl Vengeance 24 as she use her eyes to scan the area then she saw Atomix charging toward her.

"Hey, Vengeance! Say hello to my Big Fat Sword!" shout Atomix as he jump up and morph his arm into Generator Rex's BFS. He swung at her but she jump away and he missed. Then he morph his sword back to normal and morph his chest into the Jaegar's rocket launchers. He fire all of his missiles and blasted Vengeance 24 into the wall. He jump up and manipulate his atoms to form a 20-feet-long whip and try to lasso Vengeance 24 but she turn intangible and escape through the sky. Enernite appear and shout "**Sonardos!**" and unleashed a sonic-based mana blast, striking Vengeance 24 into the ground. Atomix lasso Vengeance 24 with his whip and Enernite continue her attack until she pass out.

"BEN! NOW!" shout Enernite and Atomix.

"On it! Feast your eyes, everyone! Meet Alien #24!" shout Ben 23 as he selected his new form on the ring dial and slam his hand on the core, pressing it down. His body release a bright blue light.

His arm turn black as well as the rest of his body. He gain one blue eye in the middle of his head then grew two long antennas with golden plugs on the tips. He has golden plugs on his fingertips and his tail also. He has blue stripe similar as Buzz Shock and has two front toes. He wore the Hero Watch symbol on his chest. He thrust his hands and a surge of electricity arcs from his fingers to his antennas and tail then he fire an electrical beam at the fourth wall.

"**Feed Back!**" shout the alternate Feed Back.

"_WHOA! Everyone, look! That's Alien #24, Feed Back! What an awesome name! Ben 23, show us what Feed Back can do!_" cheered the robots.

"Check this out!" grin Feed Back as he stab his fingers, antennas and tail on Vengeance 24 and start draining all of her energy.

"GYAAAAAAAAAAAHHHH!" scream Vengeance 24. Feed Back finished absorbing her powers than redirect it back at her as a powerful electro beam, blasting her across the street and crash against the statue. After the dust cloud lifted, Vengeance 24 reverted back to normal and lost consciousness.

"He shoots! He scores!" cheered Feed Back as he jump up and pretend that he throw a basketball but, due of all the energy being release, the Hero Watch start beeping and Feed Back morph back into Ben 23 but he quickly land and strike a pose. "It's Gyro Time!" shout Ben 23 with a grin.

"It's Gyro Time!" cheered Enernite as she morph back into Gwen 23.

"You guys did it!" smile Atomix as he morph back into Ben 14.

"_What an epic battle! Our city was saved once again!_" cheered the robots and everyone cheered also.

* * *

In the next day, at the central plaza of Bellwood.

"Is she still unconscious?" ask Ben 14.

"She haven't move an inch. She has no energy for her to wake up for a few days." smile Azmuth as Looma drag Vengeance who was bounded in inhibitor cuffs.

"Hey, Ben. I told my agent to re-edit my series to add Gwen in it & I made a movie about us." Ben 23 hold up the complete seasons pack of **_BEN 23: THE ORIGINAL SERIES_**, the two movies, **_BEN 23: SECRET OF THE HERO WATCHES_** and **_BEN 23: DESTROY ALL ALIENS_**, and a new DVD movie called **_BEN 23-BEN 14: HEROES UNITED_**.

"Wow! Thanks!" smile Ben 14 as he carry the DVDs in the bags. Jen hugged Ben 23.

"Bye-bye, Ben!" smile Jen.

"Good-bye, kiddo." smile Ben 23. Ben 14 smile as that moment remind him of Ken 10 and Gwendolyn.

"Good-bye everyone! And thanks for the smoothie ideas! It made Mr. Gyros more popular now!" waved Gwen 23 as she hold hands with Ben 23 while they both start drinking their smoothies. Behind them are Tetrax, Seven-Seven and Azmuth, drinking the smoothies too.

"Good-bye, everyone!" smile Looma and Ben 14. Ben transform into his Anodite and begin to chant the spell but stopped.

"What's wrong, beloved?" ask Looma as she ate a mouthful of gyros.

"I forgot the spell to teleport us home." smile Ben 14 nervously.

"Grandma got it covered. Here." Looma show Ben 14 the memo. Ben 14 read it then chant the spell perfectly. They disappear in a flash of light.

* * *

In the main dimension, a blue light appear and emerge Ben 14, Looma, Jen & the unconscious Vengeance. Verdona and Max glare at them.

"What took you so long?" ask Max as the Plumbers took Vengeance away and send her to the Null Void.

"We were waiting for you three for two days!" growl Verdona.

"It's a long story but we brought a DVD to explain it for us." smile Ben 14 as he hold up the DVD. Verdona and Max stare at the front cover.

"Ben 23?!" ask Verdona and Max in unison.

"Come on, let's watch it then we'll start looking for Gwen and maybe Ultimo and Khaos." smile Looma.

"Are you sure?" ask Max.

"Come on, Grandpa. Daddy, Mommy and I were A-Okay in Dimension 23! So I'm sure Aunt Gwenny is alright." chimed Jen as she cross her arms and smile. Ben and Looma look at each other and laugh as Jen start to behave like Ben 23.

* * *

**Looma- Ta-da~! I'm finished!**

**Ben- Wow, impressive!**

**Axle- And I'm all better! And just in time. In the next chapter will be a special saga which will written by me and a special guest! Stay tune for the next chapter of Gwen 10!**

**Jen- I'm hungry.**

**Looma- Who wants Khoro Beast's liver-Chimera's tentacles-Buglizard's tongue dishes?**

**Ben & Jen- Me!**

**Verdona- Me too! X3**

**Max- That sounds like a pretty good combo.**

**Everyone- GROSS!**

**Axle- By the way, the 'Ben 23-Ben 14: Heroes Unite' is a parody of 'Ben 10-Geneator Rex: Heroes Unites' movie, or episode, whatever. Ahem. And also a cameo of Rex's BFS and the Jaegar's missiles launcher of the Pacific Rim movie, in case someone already watched it. For reminder, Atomix can manipulate atoms as well as morphing his body into different forms from his thoughts and duplicated other's powers but at 1/10. And I'll be waiting for any new chapters from Lydia and Jake! I can't wait to see what will the girl do after Meta-Bee (the idiot) destroy that, I forgot his name, Metabot in front of her eyes _and_ to see Jen as Conquerfrog and Ben as Bullfrag sneaking in the Incursean armada! I'm so excited! XD XD**


	43. Unexpected World

**Chapter 43: Unexpected World**

**Axle- Okay, this saga was co-writed by Jakevoronkov1, creator of Ben's Twin fanfic, and me. Sorry for the long wait.**

**Ben- Which dimension did she land?**

**Axle- Read them and find out. All credits goes to Jake since only characters that belonged to me are Ultimo & Khaos.**

**Gwen- Wait a sec, what about me?!**

**Axle- I'll get to you later. Begin!**

**Disclaimer: I don't own any Ben 10 characters and some belong to Jakevoronkov1.**

* * *

OmniManor, Bellwood. A typical, normal day in Bellwood. No alien attacks, no missions, no nothing. In OmniManor, Jennifer Heather Tennyson AKA **Jen 10** was playing pool with Manny Armstrong.

"Eight ball, corner pocket." Jen hit the white ball and struck the eight ball. It zig zagged around the corners then fell into the hole.

"Ah, you won...again." moan Manny.

"Come on, Manny. You can beat her." smile Looma as she gaze at Manny with her two upper hands resting on her cheek. Manny nodded and round-up the balls again. In the sofa, Attea is playing her own PSVita and, while she was playing, a fly buzz around her head until she caught it with her long, sticky tongue then pull it into her mouth and ate it. Ben was sitting in his vibrating chair, fiddling with his New Omnimatrix. He was looking to see if there were any new aliens or any aliens he hasn't used in a while.

"Hmm, Blitzwolfer. Haven't used him in forever. Frankenstrike, ooh, Ghostfreak." He said as he rotate the holographic ring. Julie was leaning on her hand next to the computer.

"Everything is clean in Bellwood. There isn't any missions for us to go on."

"I got this... Whoops!" Manny hit the cue ball and accidentally knock it in the air. Ester stretched up from her video game beanbag and caught it. She tossed it back to them.

"Thanks." said Manny as he caught with one of his hands.

"You're welcome." smile Ester.

"Where are all the threats?! I came to Earth for excitement and today, it's as normal as Revonnah, not that I'm going back." complain **Rook Shar.**

Suddenly, the alarm sound off and the OmniManor start vibrating violently, like an earthquake.

"Gah! E-E-Earthquake!" exclaim Ben as he fell off his chair.

"You have to say it, Shar." frown Eunice as she and Cooper arrive from the other room and try to maintain their balance.

"EEK!" yelp Looma and she fell in Manny's arms.

"Ulp...I-I g-got you." stutter Manny as his cheek turn violet when he hold on to Looma.

"_Kids!_" said a familiar voice.

"Huh? Magister Tennyson?" ask Attea.

"_Kids, there's a dimensional portal *zzkkk* in Be- *zzzzrrrkkkkkk*_" The transmission was cut off.

"GRANDPA!" exclaim Ben & Jen. They quickly ran outside and look up. A huge glowing orb appear in the sky and start shooting lightning bolts everywhere, destroying several blocks of Bellwood. Everyone flee in sheer panic.

"A dimensional portal? Someone is entering this dimension!" frown Jen.

"I'll check it out." Ben activate his Omnitrix and press the core down. His body begins to glow in green light as his DNA merged with an alien DNA.

His skin becomes covered in reptile-like scale, his hand grew claws and his mouth morph into a beak. He wore a device strapped on his back and wore the Omnitrix symbol on his chest.

"**Astrodactyle!**" squawk the Pteradon-like alien. His backpack sprouts wings and fly his way up to the sphere. As he move closer to the sphere...

*_Hmm... Suddenly I felt like a déjà vu here._* wonder Astrodactyle. He notice something heading toward him. It was two figures but one of them is larger than the second. Suddenly Astrodactyle got punched in the face by extreme force. He rocketed down to the ground and crash so hard that it form a crater and morph back into Ben.

"Gah..." grunt Ben.

"BEN!" gasped Jen & Julie. They run toward to the crater until two mysterious figure land in between them. One is a woman wearing some kind of armor with tubes connected to her whole body and the other is a man who somewhat look just like Kevin, only more mature.

"Hmph! At least we didn't get send back into the Null Void." scoff the woman.

"We're back on Earth but how did the Alien Force got here so quickly?" ask the man.

"W-Who are you?!" ask Ben as he stood up but still hurt from the crash.

"Seriously? Why do you ask who we are if you already know, doofus." scoff the woman.

"Doofus?! Hey, only Gwen call me doofus." snapped Ben.

"Yes yes, whatever. How's your wife? Oh, there she is." said the woman.

"Excuse me? My wife?" ask Ben with one eyebrow up.

"Looma is your wife, last time I check, doofus." scowl the woman. Suddenly she receive a powerful punch from Looma but she remain on her feet.

"Listen to me, witch! I _was_ Benjamin's fiancé until I learn his heart belong to someone else! I will never stand in Julie's way!" snapped Looma.

"Since when Julie loves Ben, when she was dating with Cooper and Ben fell in love with you when he was 11 and you at age 13. Why you idiots start acting stupid?!" scoff the man as he fold his arms.

"EH?!" exclaim Cooper, Julie, Looma and Ben.

"Oh come on! You really didn't got married?" ask the woman.

"I'm not Looma's boyfriend, I'm Julie's boyfriend, you stupid dweeb!" shout Ben.

"Oh yeah? Cheap lies from a kid who love Sumo Slammers, has fears of peacock and be a pain in my butt when we were 5." sneer the woman.

"Not to mention he has fears of clown and try to flirt with Kai Green when he become a Loboan." smirk the man.

"Huh?! Wait a minute... Gwen? Is that you?" ask Ben.

"What...did...you...call me?" ask the woman in anger.

"Gwen, is that you under that mask?!" ask Ben again.

"STOP CALLING ME GWEN!" snapped the woman, who was believed to be Gwen. She slam her fist against her chest, where a Omnitrix symbol, colored purple/black is and her whole body release a purple light. Suddenly her lower body anatomy morph into that of a horse then she grow a horn from her forehead.

"**Unitaur!**" shout Gwen (?) then she charge toward the Alien Force.

"What?! She has an Omnitrix?!" shout Manny as they jump out of her way. Jen then got up.

"I don't know what are you talking about, Gwen. But I know the math: 2 hulking figures out of a mysterious portal + 1 Omnitrix = Bad!" She then slam the pink Omnitrix on her right wrist and morph into...

"**Frostblight!**" shout Frostblight (She still have the Omnitrix on her wrist) and breathe her sub-zero breath at Gwen (?), freezing her in place without stopping her breath's flow. Looma then jump up and drop-punched the ground, causing it to split and Unitaur fell through. Attea fire her tongue at the man but he caught it and yank her in then clothesline her neck, sending her spinning and crash against the store's window. Manny & Rook Shar pull out their Proto-Tools and start firing at the man but he lean his hands forward and absorbed them.

"What?!" gasped Shar.

"An Osmosian!" gasped Eunice.

"Thanks for the energy." grin the man as he absorb the concrete of the street, morph his hand into a sledge-hammer and slam it against the ground, sending shockwave toward them but Eunice, who morph into a Aerofibian, grab them and took off to the sky to evade the tremor. Frostblight and Looma look down and saw Gwen (?) reverted and she stood up. She look up and glare at Frostblight.

"Argh! Wait a minute... Jen? Doofus and Behemoth's stupid whining brat? How quick did you grew up?!" ask Gwen (?) as she recognized Frostblight.

"Eh? What are you talking about, Gwen?" ask the confused Frostblight and Looma start gritting her teeth because Gwen (?) called her 'behemoth.'

"I'M NOT GWEN!" snapped Gwen (?) as she slam the Omnitrix core in and her body release a purple light. Her armor built a second pair of arms. "**Four Arms!**" shout Gwen (?)

"Four Arms?!" exclaim Frostblight and Looma then the former receive a powerful punch from Gwen (?) and she crash through Mr. Smoothy's restaurant. Looma try to confront Gwen (?) but she overpowered her and slam her into the ground. Ester stretch her arms and grab Gwen (?) but she quickly grab her and tied her up with her own arms. Ben watch as his favorite restaurant crumble into pieces.

"NO! NOT MR. SMOOTHY'S!" panicked Ben then he slam the Omnitrix core and morph into...

"**RAAATH!** LET ME TELL YOU SOMETHING, GWENDOLYN TENNYSON! WHAT RATH DID TO MAKE YOU HURT THE SMOOTHIES?!" shout Rath. Gwen (?) start trembling in rage.

"I told you! My name is not Gwen! It's **ULTIMO!**" roar Ultimo as she hit the Gigatrix symbol and release a purple light. Her armor return to normal but now she grew claws on her knuckles. "**RAAATH!**" shout Ultimo.

"Huh?! LET ME-"

"NO! LET ME TELL YOU SOMETHING, BENJAMIN KIRBY TENNYSON, WIELDER OF THE MEGATRIX AND COUSIN OF MY STUPID PAST SELF! I'M GONNA RIP YOUR STUPID HEAD OFF YOUR NECK!" snapped Ultimo.

"Ha ha ha! Nice one, sweet angel." grin the man.

"YOU SHUT UP, **KHAOS**, FORMERLY KNOWN AS KEVIN E. LEVEN!" shout Ultimo.

"Kevin?!" gasped Julie, Cooper and Eunice.

"Yeah?" ask Khaos but he got blasted by Manny & Rook Shar's attacks. He start growling and he suffer no damage.

"Sneak attack on me, eh? Now I'm ticked off! RAAAAAAAGGHHHH!" Khaos transform into **Khaos 11,000** and the Alien Force become horrified by his appearance.

"Come and get me." grin Khaos 11,000 as he walk toward the Alien Force. Manny jump toward him and punched his face but got burned at the same time. Khaos 11,000 swing his upper left arm and smack Manny away. He then spew powerful acid goo on Attea and she got splashed into the ground.

"Yuck! I got covered in slime!" moan Attea.

"Here's a shock." grin Khaos 11,000 as he touch the slimes with his lower right arm and electricuted Attea until her body turn charcoal black and fainted. Rook Shar try to grapple him with her Proto-Tool but Khaos 11,000 yank her in and, using his middle arms, grab her and slam her against the building. "Who's next?!" growl Khaos 11,000.

"Hey! Come back here! Rath's not-OW!" Rath got punched by Ultimo.

"Get up and fight!" growl Ultimo. Rath shot up and throw a punch.

"**_INCURSEAN AMBASSADOR!_**" shout Rath. Ultimo recovered and swing her leg at Rath's stomach, knocking all the air out of him.

"**_CHAOTIC KICK!_**" Rath then grab her waist from behind.

"**_ATOMIC SUPLEX!_**" Rath slammed her overhead but Ultimo wrapped her legs around Rath's neck.

"**_REVERSE ATOMIC SUPLEX!_**" Ultimo slam Rath, head first, into the ground. Rath stood up and land a powerful kick on her chin.

"**_SERIOUS BUTT KICKING!_**" Ultimo recover, somersault on her feet then start throwing her punches against Rath's torso.

"**_HYPER LIGHTNING FISTS!_**" shout Ultimo. Rath then swing both arms down against her back.

_**COSMIC**** DROP!**_" Ultimo recover and land a rising uppercut.

"_**NIGHTMARE** **BLOW!**_" shout Ultimo. As they exchange blows, Khaos 11,000 sweatdropped as he just heard his wife shouting all of her attacks' names.

"Seriously?" he face-palm himself then he got blasted by Eunice's lightning blast after she become a Nosedeenian. He absorb her second attacks with his antennas and fuel his powers then thrust his upper right arm and unleashed a humongous heat blast, blasting Eunice away and canceled out her powers.

Frostblight emerge from the Frostblight-sized crater and rubbed her head.

"Ow! Man, Gwen pack a punch. But where did she get the Omnitrix _and_ strapped on her chest?" wonder Frostblight then she look up. She gasped at the sight of Rath getting beaten up. She then flew towards Ultimo, who was distracted from beating up Rath, who morph back into Ben. She hit her Omnitrix, turn into **Battlefly** and took a deep breath.

"**Paral-Eyes!**" shout Battlefly as two beams shot out of her eyes and struck Ultimo, immobilizing her on the spot.

"Gah! What the $% ?!" snapped Ultimo as she struggle to move but to no avail. Rather then kicked her off of him, Ben activate his Omnitrix and slam the core, morphing into...

"**Brainstorm!**" shout the Cerebrocrustacean. He open his shell and blast Ultimo with his electro blast. Then levitate her and slam her against the wall. "Give up, Gwen. You are finished!" said Brainstorm.

"When will you understand that I'm not Gwen?! Look at my face!" Ultimo remove her battle mask and reveal her face. She look just like Future Gwen.

"Ah, so you're not Gwen we know, eh?" ask Brainstorm as he fire another blast of electrical bolts and Battlefly summons vines to trap Ultimo. She got zapped then she pass out.

"We did it!" cheered Battlefly. Suddenly her body release a purple light and her claws retracted, the battle mask covered her face once again and she got a headphone now.

"**Echo-Echo!** AAAAAHHHHHHH!" scream Ultimo and the vines shatter apart and Brainstorm got blasted away and bore through the street.

"BEN!" panicked Battlefly.

"Now you!" grin Ultimo as she slap the Gigatrix and release a bright light, and her headphone is gone. "**Eon!**" shout Ultimo. Brainstorm got wide-eyed by that name.

*_Oh no!_* gasped Brainstorm as he morph back into Ben.

"Take this!" Ultimo create a purple time orb and fire it at Battlefly, who failed to evade and got hit. She turn complete grey then she got blown away as a pack of dust. Jen fell down and land on the ground.

"Ow... What happen?" wonder Jen.

"I destroyed your Monarchian, Jen! Now what'cha gonna do? Become a Tetramand? Or an Anodite?" sneer Ultimo. Jen look at her Omnitrix. Ultimo was right, her Monarchian form is no longer in the Omnitrix. She gritted her teeth in anger of the loss of her favorite alien.

"Alright 'Ultimo.' Time to face the Mugic!" shout Jen.

"Huh?!" wonder Ultimo as she doesn't know what 'Mugic' is. Jen pulled out a blue 7-sided rune out from her pocket and released it and it floated into the air. She pulled out a mysterious lyre and strummed it three times.

"Mugician! Come forth!" A blue ghost-like creature came out from her body and flew up to the rune.

"What is this?!" Ultimo asked angerily.

"**Song of Resurgence!** Restore my Monarchian form!" The creature entered the hole in the rune. 7 notes then played and a purple beam of light came down and Jen was enveloped in it. All visible injuries disappeared from her and she looked to find Battlefly back. The mugic restored all injuries, even the ones to her Omnitrix. "**Visio Negatia!**" She then vanished before their eyes.

"Where did she go?" Ultimo wondered then she felt hits to her ribs and dropped to the ground.

"Should've brought some Spectral Viewers, Ultimo." She heard Jen's voice then she got blasted by a mana ray. "How are you going to fight me... if you can't see me?"

"Oh really?" ask Khaos 11,000 as he grab something then spew acid goo on his tentacle. The goo formed a human-like form.

"Gah! How did you-"

"I absorbed one of the Anodite's powers. Now I can sense Mana. Even when someone become invisible." chuckle Khaos 11,000 then he repeatedly slam her against the ground. Then he hold her up. "Now then..." Khaos 11,000 begin to crush the Omnitrix but he can't.

"What?! I can't...break it?!" grunt Khaos 11,000.

"Nice...try... It's made of vibranium. No one in the galaxy can destroy it." grin Jen.

"Bah! **Cancelo!**" shout Khaos 11,000 and Jen's invisibility wear off. Then he randomly press the buttons then press the core and she morph into **Tigra**.

"Now, Ultimo." growl Khaos.

"All right!" Ultimo throw a time orb and blast Tigra, then she turn into dust and reverted. Khaos 11,000 repeatedly press the core and transform into different aliens while Ultimo destroy them one by one. Up to now, Jen lost Battlefly (again), Tigra, **Rainbowgon, Kung Fang, Needle Mouse, Blossom Rose** & **Fire Fly**.

"That's enough, Ultimo. Now let's break her." said Khaos 11,000 as he slam her into the ground, lift his cybernetic foot and stomp Jen, then kick her through the street. Ultimo swing her fist down and ram against Jen's ribs, causing her to scream, puke blood and the ground to exploded. She lift her up then throw her up. Ultimo grab and wield a lamppost then smack Jen away then Khaos 11,000 swing all three of his right arms and punched her super-hard, sending her burrowing through the building then Khaos 11,000 used the mana to pull her back then blast her with his sonic roar then Ultimo jump up and axe kicked her head, sending her crashing into the street. The Alien Force try to help but Khaos 11,000 use his gravikinesis to lift them up, magnetized the cement trucks and slam them against the team then slam them down against ground.

Jen lay on the ground, motionless. She wasn't even breathing when Ben ran over to her. She was surviving on Mana and Mana alone.

"How...dare...you!" growl Ben as he glare at Ultimo and Khaos. They got confused.

"Hey, Khaos. Wasn't Ben's eyes supposed to turn sky-blue?" wonder Ultimo.

"I think so." shrugged Khaos 11,000.

"You'll pay for this!" shout Ben. Just as Ben was about to charge, another time portal appeared out of nowhere and two figures came out of the portal. It's Professor Paradox with a mysterious woman in a short-sleeved jacket, emerald-green eyes and long brown hair.

"Paradox." Ultimo said under her breath.

"Yes, Ultimo. I am here and your battle with this Alien Force is over." He then teleported the whole team out of the scene with the mysterious woman, just as Khaos 11,000 was about to smash them.

"PARADOX!" scream Ultimo at the top of her lung.

* * *

In Hope's castle in Ledgerdomain, Prof. Paradox & the others arrive. Charmcaster saw them.

"Whoa! Guys, what happen?!" ask Charmcaster.

"Well, what happen was..." As Ben explain Charmcaster about what happen, the mysterious woman gazed over the unconscious Jen, placed on the couch thanks to Rook Shar. She created a mana around her hand and pass it over Jen's body. Her injuries got instantly healed and she now start breathing normally. She took her right arm with the Omnitrix and took her right arm revealing a similar Omnitrix! She touched the cores together and a bright pink light came up.

"MONARCHAIN, FELINAIN, DRAGONITE, HEDGESAPIEN, PLANTOSAPIEN, PYROFIGGAIN AND YAIJUSAPIEN FORMS RESTORED!" beeped the AI. **(A/N: I don't know the name of Kung Fang or Rainbowgon's species. I chose Yaiju because Kung Fang reminds me of the bat ninjas of the Archie Sonic comic books.)**

"Did you just-" Ben started.

"Do what Ben 10,000 did after Ben lost Way Big and both Swampfires? Yes, I am **Jen 10,000**, Ben, your sister's future self." smile Jen 10,000.

* * *

"So...?" ask Ultimo in disappointment.

"Well, I guess this is an alternate dimension. Ben doesn't seem to wield neither the Megatrix nor possesses the Anodite powers. They even kept calling our original names instead of our new ones." sigh Khaos.

"Let's me recount my aliens." She tap the Gigatrix on her chest and display the holograms of the aliens.

"**Wild Mutt, Four Arms, Grey Matter, XLR8, Upgrade, Diamond Head, Ripjaws, Stink Fly, Ghost Freak, Heat Blast, Cannonbolt, Wild Vine, Articguana, Spitter, Buzz Shock, Blitzwolfer, Snare-Oh, Frankenstrike, Upchuck, Eye Gal, Ditto, Way Big, Sandbox, Shellhead, Blocker, Rockhead, Toepick, Atmoix, Scorch, Musclewoman, Joker, Nightmare, Wild Cat, Fire Fly, Needle Mouse, Blossom Rose, ConquerFrog, Feed Back, Fembot, Fire Fox, Swampfire, Big Chill, Spider-Monkey, Echo-Echo, Chormastone, Titanosaurus, Brainstorm, Goop, Jetray, Alien X, Rath, Lodestar, Kung Fang, Tigra, Sonicboom, Stinkbomb, Starblade, Acid, Typhoon, Hunter, Enernite, Rainbowgon, Excalibur, Badaboom, Battlefly, Unitaur, Frostblight, Highbred, Kraken, Hot Stretch, Jury Rigg...** I got so many aliens but why in the freaking dimensions did Gwen obtain a form I don't have!" growl Ultimo.

"Ah, stop your whining. We didn't know there was a Gridsapien." scoff Khaos.

"Hmph. I decide to use some aliens they didn't have yet." said Ultimo.

"What? Like Xeno & Predator?" ask Khaos.

"Yes. The Xenomorph are tricky, since they use the darkness to kill their prey and has the sense of smell, rivaled to the Vulpinmancer. And the Youja are Master of the Hunts, unlike that bragger, Khyber." said Ultimo.

"Anyway, why don't we just relax and enjoy the view. At least for a while until we find out, whatever that Anodite is called." suggest Khaos.

"Hmm, you're right, I could use a break. Just one more thing; Gigatrix, what's the name of the energy source you detected?" ask Ultimo.

"MASTER ANODITE ENERGY SIGNATURE DETECTED IN THIS AREA. UNABLE TO PINPOINTED ITS SOURCE, DUE OF ITS DORMENT POWERS." answer the AI.

"Thank you." Ultimo press the button on the left side of her Gigatrix and her armor was removed and retracted to her Gigatrix. She's wearing a black skin-tight trousers and black/violet shoes & black bra. She pull out her black/red T-shirt and wear it to hide her Gigatrix.

"Same old sexy angel." grin Khaos & Ultimo gave him a love punch on his shoulder. They walk down the street, posing as normal humans.

* * *

**Ben- Now it's time to a special event.**

**Gwen- Yeah, what is the special event?**

**Kevin- Tell 'em, Axle.**

**Axle- It's time to see which Gwen's sexy, beautiful alien forms do you love the most. Here's our 10 beautiful ladies:**

**1-Four Arms**

**2-Stink Fly**

**3-Mermaid**

**4-Fire Fly**

**5-ConquerFrog**

**6-Stinkbomb**

**7-Titanosaurus**

**8-AurorAngel**

**9-Blossom Rose**

**10-Needle Mouse**

**Send me your answers and I'll answer them in the next chapters. Which alien forms you love the most, Ben?**

**Ben- I can't answer that. Gwen's my cousin.**

**Axle- Kevin?**

**Kevin- Uh... *gulp* F-Fire Fly and S-Stinkbomb...**

**Axle- Why?**

**Kevin- C-Cause they have...have...**

**Axle & Ben- Cause Fire Fly/Stinkbomb have a butt in size 48? *We both have evil grin***

***Kevin's face turn complete red and look away***

**Gwen- Oh Kevin~. *Transform into Stinkbomb***

**Stinkbomb- What do you think of my sexy butt? *Doing sexy pose as she show her furry butt at Kevin.***

**Kevin- GAAAAAHH! *Kevin nosebleed and fainted***

**Ben & Axle- GYAH HA HA HA HA HA HA HA!**


	44. The Truth

**Chapter 44: The Truth**

**Axle- Oh, I forgot to mention that I'm in collage now so I'll be writing during the weekends.**

**Ben- They accepted you?! That's great!**

**Gwen- I knew they will accept you! You need a kiss! Attea, kiss Axle.**

**Axle & Attea- EH?!**

**Kevin- I hope we get more reviews and see if anyones sent their answer of which of the 10 alien forms they love the most.**

**Disclaimer: I don't own any Ben 10 characters nor Jake's OC. **

**Axle- Remember, he help me to make this story so all points goes to him. Check up his fanfic, Ben's Twin, if you guys never heard of Jen 10 and interested of his story. Yo, his story is awesome. 10 of 10, no lies.**

* * *

After Jen 10,000 finished healing her younger self, she came to.

"AAAH!" she screamed as she shot up from the couch. She stared at Paradox and Jen 10,000.

"Professor Paradox? What are you doing here? And who is this wo-wait, are you..."

"You?" ask Jen 10,000 as she reveal her Omnitrix. "I restored your aliens they destroyed and unlocked a few predators for you. I'm here to assist you against Ultimo and Khaos."

"Speaking of which, you got some explaining to do, Professor." Hope said to the time/space traveler.

"Yes, of course. Ultimo is actually Gwendolyn Tennyson from the alternate future from the Gwen 10 timeline." said Paradox.

"Gwen 10?" wonder Julie and Jen.

"Wait, you mention that dimension before. That's when Gwen found the Omnitrix instead of me and become a hero." said Ben.

"Correct. During that time, she fought Kevin E. Leven, who transformed in **Kevin 11** and terrorized the alternate future where Gwen become Gwen 10,000. Thanks to my advice, she became Feed Back and restore Kevin back to normal by simply draining his energy and redirect back at him. However, when Kevin was supposed to be killed by Gwen, she created a new future with Kevin is still alive but..."

* * *

"_When Gwendolyn was 20-year-old, she and 21-year-old Kevin Leven got married and she later gave birth to Devlin Leven-Tennyson. However, Kevin went missing during their battle against the **Nuevos Circus Freak**. During that time, Gwen became the smartest and skillful Magister among the Plumbers and she begin to develop a new Omnitrix called the **Gigatrix**."_

_"The Gigatrix?" ask Ben & Jen._

_"The device she wear on her chest." answer Jen 10,000._

_"Exactly, that device allows the user to simply borrow any alien powers without transforming into one, such as she can use Heat Blast's pyrokinesis without becoming a Pyronite." explain Paradox._

_"Just like Ben 10,000, except he only did it as Ultimate Ben." add Jen 10,000._

_"Ahem, However, 2 years later..."_

Gwen 10,000 place 6-year-old Devlin in bed then she left the room to resume her work. Then she recieve a e-mail message. She open it and read it.

"_Dear Gwen,_

_I'm sorry to say this but the Plumbers has forced me and your Grandfather to disband you from the Plumbers. They were...jealous of your ability and your intention to build your Omnitrix so... Well, I'm sorry._

_Your sister-in-law, Kai Green"_

"No... They can't do that..." stutter Gwen 10,000 as she started to shed tears. Then she heard an explosion in the downtown street. She stop her work, become **XLR8** and speed her way to the street.

Once she arrive at the scene, she was horrified of what she saw: **Ben 10,000** as **Tetra Arms** battle **Kevin 11**.

"Traitor! You absorb the DNA chambers!" roar Future Tetra Arms as he grab Kevin 11's tail, hammer toss him against the wall and he land on the ground.

"Gah! Ben, wait! I didn't go insane-" before he finished, Future Four Arms jump, release a green light and become **Cannonbolt** and spin dash Kevin 11 into the ground.

"Shut up! I don't want to hear your lies!" growl Future Cannonbolt as he levitate Kevin 11 in a mana bubble. He then slam him against the truck, Future Cannonbolt morph into **Nova Blast** and blast him with his heat beam. Kevin 11 struggle to stand.

"I didn't absorb it on purpose... I have no choice... Aggregor was overwhelming me and there is no weapons nor martial for me to absorb..." grunt Kevin 11.

"SHUT UP! Now you go to the place where all traitor goes." frown Future Nova Blast.

"Wait, Ben, don't! I need to see my wife and my son! I missed them! Please don't send-" Future Nova Blast ignore him and throw a **Null Void Grenade**. It open up and seal Kevin 11 inside. Nova Blast morph back into Ben 10,000 and carry the grenade to the Null Void Projector. XLR8 remain in shock.

"I can't believe this... My own cousin...send my innocent husband into the Null Void... You'll pay for this! Ben, you will pay!" growl XLR8. She quickly ran back to her lap, pull out her incomplete Gigatrix and set it on the table. Using her speed, she finished her new invention. She morph back to Gwen & remove the Omnitrix from her forearm then hold the Gigatrix above her arm. She stop.

"No... This time it won't go to my wrist." mutter Gwen. She grab a crowbar and forcely ripped the core off the wristband. She hold the core up with the sharp plugs sparking. She took a deep breath then impale the core against her chest.

"AAAAAAARRRRRRRRRRRRRRRRGGGGGGGGGGGGGGGGGGGGGHHHHH HHHHH!" scream Gwen 10,000 then she pass out. Her heart start beating slowly and deeply. The Gigatrix start pulsing and the voice was heard.

"DNA FUSION PROGRESSING... FUSION COMPLETED! PLEASE SELECT TWO PERMENATE FORMS." ask the AI.

"Uh...Battlefly...Tigra...Feed Back..." mumble Gwen.

"PLEASE SPEAK LOUDER." ask the AI kindly.

"...ooh...gah...Grey Matter...Way Big." said Gwen outloud.

"GALVAN AND TO'KUSTAR CONFIRMED!" chimed the AI and suddenly the purple veins emerged from the core and travel across her whole body. She gasped and grunt in pain until the veins stop glowing and she slowly stood up.

"Agh...my chest..." moan Gwen as she grip the table but she notice she has crushed the table's edge. Then she saw her blueprint. She shook her head and rewrite the whole things. She start laughing in joy.

"YES! HA HA HA! IT WORKED!" cheered Gwen then she heard the explosion. She gaze through the window then a grin appear on her face but that grin is evil.

"Time for a test run." grin Gwen. She activate the Gigatrix and the core pop out. She rotate the ring dial and the only symbols are Stink Fly, Stinkbomb and XLR8. She select Stink Fly and slam the core in. Her whole body release a purple light then her body become covered in black power suit with tubes attached to her body, sending codon energy to her veins. She grew two metallic insectoid wings and a stinger-like tail. "**Stink Fly!**" Gwen then jump out of the window and flew her way to the scene.

_"How horrible! She impale the Gigatrix into her chest?" ask Attea._

_"But why she start hating me so much?" ask Ben._

_"Benjamin, have you forgot? You tried to kill Kevin twice, when he's Kevin 11 and again as **Ultimate Kevin**. Gwen sees you as a threat to her life since you never listen to reason." answer Paradox._

_"Ben? Was that true?" ask Julie._

_"He was too dangerous. I have no choice but Gwen stopped me." explain Ben._

_"What happen next?" ask Ester._

_"She proceed to kill every alien that cross her path and download their DNAs. No one knew it was Gwen, since she start calling herself **Ultimo**. One day, she went to the Null Void Projector and open the portal to the Null Void. She pull in a large box that contain 10,999 alien DNA."_

"Oh, Kevin~! I brought you some snacks!" cooed Ultimo.

"Gwen?! Wait, those are- Why?" ask Kevin 11.

"Ben has gone too far! It's time to get our revenge! Revenge for ruining our lives!" growl Ultimo.

"Okay, Gwen!" grin Kevin 11.

"Please, call me Ultimo. And you shall be called **Khaos!**" giggle Ultimo.

"Sounds deadly. I like it!" grin Khaos 11 as he start draining all the DNAs.

"Hey, what are you doing?!" ask a woman. Ultimo turn around and saw **Kai Green**.

"Kai, my pathetic excuse for a sister." growl Ultimo.

"Gwen?! What are you doing?! Kevin is a traitor-"

"NO! YOU ARE THE TRAITOR! YOU AND YOUR HUSBAND!" snapped Ultimo.

"*gasps* Gwen, what are you-"

"And now, you will pay! **XLR8!**" Ultimo's armor gain a tail, two orbs on her feet and she wore her battle mask. She dash toward Kai, and before she knew it, she got pummel by a barrage of black blur. Because of Way Big's strength, it was too much for Kai then Ultimo slam her against the wall. The wall form a hole by the impact and was covered in Kai's blood, as her whole body start bleeding badly and she gave a dead gaze. Ben 10,000 arrive at the scene and saw Kai.

"KAI! NOOO!" scream Ben 10,000.

"Ah ha ha ha! Yes, that's the face I want to see, Ben, my backstabbing cousin!" grin Ultimo.

"Gwen?! How could you do this?!" growl Ben as his eyes turn sky-blue.

"I did it because you plan to kill my husband! Khaos, come out now!" snarl Ultimo. Khaos emerge from the portal and the portal closes.

"Ah, I'm full." smile Khaos.

"Then I have no choice but to stop both of you." frown Ben 10,000 as he transform into his Anodite form.

"Oh, really?" ask Ultimo as Khaos transform into **Khaos 10,999**. They charge toward each other with their might. Unfortunately, they were too much and Ultimo snapped Ben 10,000's neck, killing him. Then Khaos absorb his Anodite powers and fully become **Khaos 11,000**. Ultimo grab Ben's new Omnitrix and download all of his 10,000 alien forms into her Gigatrix.

_"Then they proceed to kill all of the Plumbers, including the Galactic Force and Magister Max Tennyson. But Ken 10 & Gwendolyn, Ben & Kai's son and daughter, fled with Devlin, who was terrified by his murderous parents and Ken used Eon's powers to escape into alternate timeline." explain Paradox._

_"My God..." said Manny._

* * *

"Ultimo was chasing after them while Khaos went to find an alternate Ben, one that is powerful enough so he can make sure he doesn't interfere. Then Ultimo arrive in her past and found her younger self battling Vilgax on Planet Plant, home of the Plantosapien. Ultimo easily killed Vilgax then battle her young self on Planet Plant and Planet Piscciss. She then reveal that she want to kill all alternate Gwens so she can be the only mightiest Gwen counterpart but she failed when Young Gwen became Grid Master." said Jen 10,000.

"When Ultimo & Khaos attack Earth, I send the grown-up Gwen and her friends to find and destroy the power cores for the Null Void Projector with the help of Ken 10, Gwendolyn & Devlin. And, armed with the Ultimatrix, she won again and Ultimo & Khaos got sealed in the Null Void. Then, a year later, Albedo busted them out of the Null Void and they team up with the Alien Force to stop Aggregor and his sister, Vengeance, from absorbing the Celestialsapien's powers. When Kevin became Ultimate Kevin & won, Vengeance threw three Null Void grenades and open three portal. Ben of that world, along with Vengeance, got sent into the Dimension 23, Gwen 10 got sent into an alternate reality different from ours and Ultimo & Khaos got sent to this dimension." Paradox finished explaining. Then Jen 10,000 explained to the team their plans now.

"Ultimo and Khaos know nothing about this universe. In Gwen 10's universe, Ben has the Anodite Spark, is married to Looma and Young Me is their daughter."

"Wait, there's another me who, instead of Ben's twin sister, is his daughter?" Jen asked.

"Is that true?" ask Julie.

"Yes, my future sister-in-law. That's why they mistook you all." She then laid her hand on Jen's shoulder. "Jen, they have found out that a Master Andoite is in the area but they have no idea that it is you."

"We have to stop them before they find her!" Looma said and everyone nodded.

"No." said Prof. Paradox.

"HUH?!" ask everyone.

"Why?!" ask Ben in anger.

"Do you know why you lost before? Because you just rushed into battle. You can't do that without a plan. Not against enemies this powerful." explain jen 10,000.

"But Gwen 10 defeated her, right?" ask Eunice.

"Yes, but it's because Ultimo never heard of Grid Master nor the Ultimatrix. Now she knows them, it won't be easy to defeat her. She has the powers of all 10,000 aliens but she share no weakness and Khaos has 11,000 alien powers. So we need to form a plan to defeat them." Then she went to Jen. "And Jen, I'm afraid you'll have to sit this one out. AT least for the time being."

"Why, because I'm Master Anodite?" ask Jen.

"It's more than that. If they destroy you in the past, I'll go right out of existence! I'm sorry, but it's just too big to risk." sigh Jen 10,000.

"Jen, listen to her. I thought I lost you 5 years ago. I'm not going to lose you again." said Ben in a serious tone.

"Okay." nod Jen.

* * *

Ultimo and Khaos walk around as normal civilian, checking out the shops eat some restaurant. Everything is so peaceful, it just make Ultimo wanna puke. They begin to question each other.

"By the way, what's a Master Anodite?" ask Ultimo.

"Dunno, but I heard rumors in the Null Void that there is an Anodite whose powers are greater than any Anodites. Maybe greater as Alien X." explain Khaos.

"So, Master Anodite is an evolved form of a normal Anodite?" wonder Ultimo.

"Guess so, but we don't know anything if we don't get some info about this Dimension. If this is the same Bellwood we know, then there's gotta be a secret entrance to the Plumber HQ." mutter Khaos. They came across a store called 'Max's Plumbing.'

"Bingo. Granpda is a Plumber so this place must be the entrances." grin Ultimo as she broke down the door by just jabbing it. They ransack the whole store, looking for the secret entrance. Then Ultimo winches and bend her knees together as she bend over and place her hands on the center part of her body.

"What's wrong?" ask Khaos as he toss the wrench away.

"I shouldn't drank 2 gallon of lemon. I need to go!" said Ultimo as she head to the bathroom. Khaos wait patiently as he look around and sigh.

"Hey, Khaos!" Ultimo call out.

"What?" ask Khaos.

"Since when the bathroom has two levers?" ask Ultimo.

"What? What are you talking about?" ask Khaos as he open the door but receive a punch from Ultimo and he crash through the shelves and against the wall.

"I didn't pull up my pants, you idiot!" snapped Ultimo. Khaos walk out of the Khaos-sized hole and scoff.

"Then why you call me in?!" he ask angrily. She flushed the toilet and wash her hands. She zip up her pants and open the door.

"_Now_ you can come in." said Ultimo. Khaos enter and saw the lever. He yank it and they went down through the elevator and arrive at the Plumber HQ's Control Room. They step out and saw so many Plumbers. Two of them saw Ultimo and Khaos.

"Ah, Gwen Tennyson and Kevin Leven. Nice to see you again." greet the Plumbers. Ultimo and Khaos look at each other and exchange evil grin. They tour around the base, observing the security system then found Gwen's room.

"Khaos, wait outside. This is private." said Ultimo as she enter the room.

"Right." scoff Khaos. Ultimo search around the room of her alternate counter-part. She then saw a book. She pick it up and start reading it. It's her diary.

"Let's see... Hmm...Of course! Now everything become clear. Huh?" Ultimo found a picture of Gwen as an Anodite battling Looma. There is no sign of the Ultimatrix symbol. "Well, well. She has the Anodite Spark in this Universe." Ultimo continue searching then she found the spell book. She search for a spell and found it. She read it aloud and a mana surrounded the dairy and display the scene of all of the events. She finished and put everything back in its place. She exit out of her room.

"Well?" ask Khaos.

"This is the Universe where Ben found the Omnitrix instead of me, I had the Anodite Spark, you became ally at age 16, and he wield a new version of the Omnitrix. That Jen was his twin sister in this Universe, instead of his daughter. And get this, Gwen didn't train with Grandma Verdona, which mean she can't control her Anodite form _and_ she's much weaker than Gwen 10." grin Ultimo.

"Ha ha ha! Now _that_ Gwen is a moron." laugh Khaos.

"Correct. Ben 14 and this 'Jen 10' trained with Verdona in order to control their true form." Ultimo then look around the area. "Let's blow this place apart. That'll bring Ben & his Alien Force here and force them to tell us where is the Master Anodite. Cause this woman might be a big problem for us."

* * *

"What do you mean, Gwen and Kevin has arrive? They just went back to Planet Anodyne to visit Verdona." said Max.

"But we saw them arrive via the elevator." explain the Plumber #1.

"Describe them" order Rook Blanko.

"Well, they're about your height and she wear a black/red shirt, oh! And she doesn't wear glasses now." said Plumber #2.

"Those aren't them! They're-"

"Imposter? Wow, Grandpa, you never get old with that intellect." grin Ultimo as she and Khaos arrive at the room.

"Who are you?!" frown Max as Rook aim his Proto-Tool at them.

"I am your granddaughter, Ultimo. But now, you all DIE!" shout Ultimo as she tear her shirt apart and reveal her black bra & her Gigatrix.

"An Omnitrix?!" gasped Max.

"Magister, is purple a normal color for the Omnitrix?" ask Rook.

"No, it's not! Shoot them!" order Max as he grab his weapon and start shooting. The Plumbers start shooting at them but Khaos absorb all the energy bolts into his body.

"No..." gasped Max.

"Our turn! GRRRRAAHHH!" Khaos transform into Khaos 11,000 while Ultimo wore her power suit, slam the Gigatrix core and release a purple light.

"**Spitter!**" shout Ultimo and spew a powerful burst of goo at the Plumbers against the control panels and they got electricuted. Then the whole light got blown out and the emergency light turn on but it's very dim. She slap the Gigatrix and she grew a long, metal tail with razor-sharp spike on the tip. Her visor seal close and her teeth sharp itself to point.

"**Xeno!**" hiss Ultimo as she jump up and hide in the darkness. Khaos 11,000 charge toward Rook and smash him through the main elevator and they start falling down. Khaos 11,000 got blasted by the Plumbers so he flew toward them and squash them with his feet. Rook recover by firing a tow cable and swing back on the platform.

"Plumbers! I need assistance!" shout Rook.

"Right aw- Hey what was that?!" ask the Plumbers.

"I don't know. I can't see-YYYYIIII!" scream the Plumbers as Ultimo grab him and drag him into the air vent. A sharp jab was heard and the Plumber's scream stopped. They start search around then they heard a hissing sound. One of them look up and Ultimo lung at him.

"ARGH! HELP ME!" scream the Plumber and the other start shooting at Ultimo but she slice their heads off with her sharp tail then she spit acid at the Plumber in front of her while she crush her victim's skull. She continue hiding in the darkness and slaughter the Plumbers who can't see her. Max arrive and shout to Rook.

"Rook, send an SOS signal to Ben and the others! Now!" shout Max as he try to help the Plumbers.

"Yes sir!" obliged Rook as he ran ahead.

"Not so fast!" shout Khaos 11,000 as he charge toward Rook, slamming all the Plumbers in his path. Rook try to outrun him but Khaos 11,000 is too fast. However, the damages cause the cell blocks to open and all the criminals ran out.

"Now time for you to-ARGH!" growl Khaos 11,000 as a flying fist punched him across his face. He look at his attacker. It was **Fistina**.

"Fistina?" wonder Rook.

"Go, Little Rook! Call your friends!" shout Fistina as she resume her attacks, luring Khaos 11,000 away from Rook.

"I'll rip you to shred!" scowl Khaos 11,000 as he chase after Fistina, who was assisted by several Plumbers and Max. Rook reach to the computer and activate the comm link.

"Alien Force! Can you read me? This is Rook Blanko!" shout Rook sweating as Ultimo grab a female Plumber and pull her through the door, however the door's opening is too small for her but Ultimo force her through, leaving a spill of blood on the door and floor.

* * *

"_Alien Force! This is Rook Blanko! Two intruders has infiltrated the Plumber's Headquarters! We need help!_" called Rook through their Plumber's Badges.

"Rook!" gasped Jen and Jen 10,000.

"Hope, take us to the Door to Anywhere!" order Ben.

"Right! Follow me!" Everyone follow Hope and exit out of her castle and she open the Door to Anywhere. They entered the door and arrive at the Plumber's HQ. Everything is so dark except for the dim light. A Pyronite Plumber light the path and saw them.

"You're here! Thank God-ARGHH!" scream the Pyronite as something grab and pull up to the ceiling then his whole rock-like body got ripped apart!

"Oh God!" gasped Attea and Eunice.

"Get back here, you stupid cat alien!" snapped Khaos 11,000 as he smack Fistina away and chase after Rook, who start shooting at Khaos 11,000.

"Rook!" gasped Jen & Jen 10,000 at the sight of their boyfriend in distress. They slap their Omnitrix core and morphs into...

"**Tigra / Four Arms!**" shout the Felinain and Tetramand. Four Arms pick up Tigra and threw her at Khaos 11,000. She wrapped her tail around 1 of his arms and drop-kicked him to the ground.

"Oof!" grunt Khaos 11,000.

"Take this!" shout Four Arms as she grab a broken beam and slam it against Khaos' face, sending him crashing against the wall.

"Jen!" smile Rook as Tigra retain her fighting stance and glared at Ultimo as she drop from the ceiling. They saw her armor's appearance.

"What alien form is that?!" ask Looma and Cooper.

"This is Xeno, a Xenomorph species. They use the darkness to sneak up their prey, devour their flesh and has great sense of smell. I can even spit acid & my tail are very sharp." grin Ultimo. "Now, where is the Master Anodite?" ask Ultimo.

"How do you know you're not looking at her?" ask Tigra.

"What? Heh heh heh! HA HA HA HA! Of course! Ben's little daughter display incredible powers and manage to overpower Vengeance in limited time. Of course, she was a Tertanite but you are not somewhat different. Like Jen, your powers are doment also. I must test your powers then I'll kill you!" laugh Ultimo.

"Let's see if you can." scoff Tigra.

"Hmph! Khaos, did you finished the Nemetrix?" ask Ultimo.

"Huh? Oh, yes. Thanks to Galvan & Jury Rigg's powers, I built it in a jiffy." grin Khaos 11,000 as he hold up a Nemetrix.

"Good, we'll pit two foes on her." Ultimo slap her Gigatrix and she reverted to normal. "**Eon!** Dagon! Come forth!" shout Ultimo as she clap her hands and create a dimensional portal. Emerging from the portal is a giant octopus-like monster and it smashed through the main elevator.

"RRAAGHHH!" roar **Dagon**.

"No, that's impossible!" gasped Ben.

"Here, puppy. Come to papa." grin Khaos 11,000. Then Zed arrive, panting as she try to outrun Ultimo but she got lost and try to find her way back to the top floor. She saw Jen as Tigra and barked.

*_Jen!_* Zed called out.

"Found you!" Khaos 11,000 grab the Nemestrix with his tentacle and stab it on Zed's collar. She got knock back and look at the Nemestrix.

*_Huh? This is... Oh no._* groan Zed. Khaos 11,000 emitted a high-pitch whistle, similar as Khyber, Jen & Hope's.

_*Gah! I can't control myself!_*" whine Zed then she morph into a giant Godzilla-like monster with sharp teeth, powerful legs and dorsal fins on her back. She still wear the collar with the Nemestrix.

"RAAAAAAAARRR!" roar Zed.

"What is that predator?!" gasped Hope.

"Zed!" exclaim Tigra.

"That's the predator of the Ripjaws species!" growl Four Arms.

"Take the fools out of here. I'll handle her." smile Ultimo.

"Whatever you say. C'mon, Gramps! We're going for a ride, and you too, 'Book Rlanko'!" grin Khaos 11,000 as he grab Max & Rook with his middle arms and he fly toward the ceiling. He belched a powerful fireball that destroy the ceiling then turn it into ice. He smash through it and fly into the city of Bellwood.

"Jen 10,000, take my brother and the others outside and catch Khaos! I'll handle her!" frown Tigra.

"Okay." Four Arm slap her Omnitrix and morph into...

"**Stink Fly!**" shout the Lepoditerran as she took off. Ben activate his Omnitrix and become **Jetray** and follow her. Looma & the others took Rook's Proto-TRUK and join the others with Julie (Merged with Ship) and Eunice (As Necrofiggian) behind them.

"Wow, you against two of the powerful creatures? Not bad for a whining brat." scoff Ultimo as she fold her arms.

"Why do you want with me?" ask Tigra.

"Simple, you're related to Ben. Twin sister or daughter, I will kill you because all of Ben's family has RUINED MY LIFE!" snapped Ultimo.

"You hurt Ben & I will hunt you down!" growl Tigra.

"Bring it, sister!" grin Ultimo.

* * *

**Axle- Man... Attea sure got a great figure...**

**Ben- Yo, Axle! Wake up, dream boy!**

**Axle- Huh? Who? What? Where? How?**

**Gwen- This story is getting intense! I'm very impress of Jake's work here. He came up with this Mugic, does he? Cause I never heard of it.**

**Looma- I guess so.**

**Jen- Hi! Hey, why does that girl look just like me?**

**Looma- Uh... Jen, why don't you play with Axle? ^_^**

**Jen- But Axle is half-asleep and staring at Frog Princess' green butt.**

**Attea- He staring at my what?! O.O**

***I quickly look away and stare blankly at the mirror. I know, my face turn red.***

**Ben- Way to go, Gwen. Anyway, I can't wait to read the reviews. Don't be shy, people. Just let us know what do you think of the story.**


	45. The Ultimate Battle

**Chapter 45: The Ultimate Battle**

**Axle- So sexy...**

**Gwen- He's lonely, right?**

**Kevin- Guess so.**

**Ben- I bet you guys $20 if he watch how Attea sashay her butt.**

**Kevin- You're on!**

**Axle- Huh? Did someone said something?**

**Jen- Time to go all-out! It's Hero Time! XD**

**Ben- Like father, like daughter.**

**Looma- She's so cute.**

**Axle- Who do the disclaimer this time?**

**Attea- I'll do it. Ahem, Axle the Hedgehog doesn't own Ben 10 character or Jake's characters.**

**Axle- Uh, with 'Axle' is okay. No need to do it with formally.**

* * *

"RAAAAARRR!" roar Zed in her new predator form, **Gojira**, and Daigon. Tigra didn't even flinched as Gojira charge toward her, ready to eat her alive, but she just took a step to the left and Zed crash against the wall. Ultimo was shocked of how well she was able to avoid that attack. Tigra turn into Battlefly.

"Argh! Can't your alien form stay destroyed?!" snapped Ultimo as she thrust her hand and fire a time ray. Battlefly pull out the blue rune, release it and it float in the air. She pull her lyre and strummed it three-time.

"**Song of Reversal!**" shout Battlefly. Suddenly they switch places and Ultimo gasped as she saw her time ray is heading toward her. She quickly jump and somersault over her own time ray and it struck the door. The door rapidly aged and turn into dust. Ultimo growl at Battlefly.

"Again with that stupid music type spell?!" snapped Ultimo. Battlefly quickly rotate her arms at high speed.

"Take this! **Hurricane Gale!**" shout Battlefly as she unleashed a powerful tornado blast but Ultimo swung her arm and canceled it out.

"Ha!" grin Ultimo. Battlefly place her fists on her hips.

"You're very clever, Ultimo. But even with that Galvan intelligence, you aren't so smart." Ultimo's eyes start twitch in rage.

"DAIGON! DESTROY HER!" shout Ultimo.

"RAAAAGGHH!" roar Daigon as he charged after her, but Battlefly evade him and blasted 20 mana shots at him. It barely phased him. He fired massive energy blasts at her, but she kept dodging gracefully without firing a sho at him in return.

"How can you evade so easily?" ask Ultimo.

"It's the wearer, not the Omnitrix, Ultimo. Aliens are not great beings because they have great powers. They are great because of _how_ they use them! I won't let some cocky jerk get the better of me like you are trying to. I will never unleash the power through a test from this. I swore to myself that I would only use as much power as necessary for the situation." She then dodged another one of Daigon's blasts and got on top of him.

"Take this! **Thunderga!**" shout Battlefly and blast Daigon with a blast of lightning ball, sending him crashing against the wall. Then she flew over to Gojira. "I know that you are in there, Zed. But I have learned a thing or two from Khyber." She slap her Omnitrix and morph into Hunter Arian. She whistled out of her gills and Gojira now regain her sense and glare at Ultimo.

"RAAR!" growl Gojira then her dorsal fins start flashing and she belch a powerful fire blast. Ultimo thrust her hand and it canceled out.

"And your ultimate goal is to destroy your past self? That is the ultimate act of stupidity, if you destroy her, she would've never grown up to become that hideous beast that you have become and you would cease to exist. You aren't smart at all. Remember when you thought that grief is the strongest thing someone can feel. Well, it isn't. It's forgiveness. I've been in the same situation as you." said Hunter Arian, who turn back into Battlefly then become **Ultimate Battlefly**.

"Shut up! You don't know how it feel like being betrayed by your own family!" snarl Ultimo as she slam her Gigatrix and release a bright light. Her armor reconfigure into a bulky armor, two claws emerge from her gauntlets, dreadlocks was formed from her helmet and two shoulder cannons appear on her shoulder blades. "**Predator!**" shout Ultimo then she start shooting Battlefly and Gojira with her pulse cannons. They evade it and saw Ultimo's eyes flashes before she turn invisible. She search around, using her mana then Ultimo leap out of the wall and swung her claws & U. Battlefly quickly shout "**Viper Lash!**" and fire several vipers at Ultimo, colliding her claws and release a bright light.

* * *

Meanwhile, in Bellwood street, Jetray, Julie, Eunice, Hope & the Proto-TRUK chase after Khaos 11,000, who launch multiple elemental attacks at them while planning to drain Max & Rook.

"No more games! Time to eat!" roar Khaos 11,000 as he prepare himself to drain Max & Rook's energy.

"NO!" shout Jetray as he fire his nauroshock blasts at Khaos 11,000 but he hardly felt that. Then Attea step on the top of the Proto-TRUK and lasso her tongue on his lower left arm.

"Take this, frog!" grin Khaos 11,000 as he unleashed an electrical blast and zap Attea, knocking her out of the Proto-TRUK and crash on the ground. She stood upright and look at her long tongue.

"M-My...phongue... Bey got bumb." mumble Attea.

"Eat this!" shout Rook Shar as she start shooting at Khaos 11,000 but he levitate the ship and slam it against the ground. Julie fires rockets and laser at Khaos 11,000. He shook it off and spew acid vomit at Julie.

"SHHHIIIPPPP!" howled Ship as the acid is burning his body.

"SHIP!" panicked Julie as they both crash against the car.

"Ha ha ha! Hmm?" Khaos 11,000 saw Hope and smirk. "**Viltalus Eruptum!**" Suddenly all the plants in the pots merged together and grew into a giant venus plant and caught Hope.

"GAH! HE-" Her voice was cut off as the plant seal its jaw shut.

"Now take this, Tennyson! RAGGH!" Khaos 11,000 fire multiple nauroshock blasts and blast Jetray & Eunice out of the air and crash through the building but Jetray struck the wall and fell on the ground then morph back into Ben.

"AH HA HA HA HA! You can't defeat me! Whatever forms you choose, I will always overpower you all!" laugh Khaos 11,000 then he recieve a shot from Rook. "You're getting on my nerve, weakling. Time to kill you."

"Let my boyfriend go!" shout Jen 10,000 as Stink Fly and spew acid blob on his face, igniting it and blinded him. Then she morph into **Needle Mouse** and tackle him with a spin dash, forcing him to release Rook and Max. Manny caught them and took them away from Khaos 11,000. Before Needle Mouse turn to see if they're safe, she got blasted by Khaos' fire breath and morph back to normal.

"It's a bad idea for you to stop ME! I am a predator and _you_ are my prey!" growl Khaos 11,000. That word 'predator' gave Ben an idea.

"Hey, Kevin! Did you know that Heat Blast has a predator?" ask Ben as he activate his Omnitrix and slam the core. He release a bright light and morph into...

"**Crabdozer!**" shout the Pyronite predator.

"WHAT?!" gasped Khaos 11,000. Before he can react, Crabdozer rammed him against the building then grab his head with his jaws. He shook him around like a ragdoll then he spit him out. He was covered in seliva and his flames got extinguished.

"How...is that... possible?" gasped Khaos 11,000.

"Crabdozer is the prey of a Pyronite and you're half-Pyronite." smirk Crabdozer.

"Get...off...MEE!" roar Hope as she unleashed a purple fire wave and burned the plant to crisp and saw Khaos 11,000.

"Time to let the mugic play!" She release a new white mugic and a mugician. "**Interlude of Consequence!**" The seven notes played and Khaos 11,000 was bathed in orange light.

"Bad choice, Hope. That can't help you either." growl Khaos 11,000. Hope cross her arms.

"Prove it." she said. He leaned forward to fire his nauroshock blasts but a burst of lava came of out his hands instead. He then tried to spit acid goo but a burst of smoke came out and he started coughing. He tried to fire a tornado but his arms started going crazy and lost control.

"Surprise, surprise! The Interlude of Consequence mugic scrambles your attacks!" Hope shouted. "Now pay attention... THIS IS HOW YOU FIRE A TORNADO!" She fired it and blew him against the building.

"GAAHH! No...NO!" snapped Khaos 11,000. He start running at supersonic speed but instead he curl into a sphere and crash against the wall. Then Crabdozer become **Slamworm** and body slam Khaos into the ground. Khaos 11,000 grab him with all six hands and lift him up but Slamworm morph into **Tyrannopede** and suddenly he's too heavy.

"What?! Gah! I...can't hold it!" grunt Khaos 11,000 then Rook and Shar fire the tow cables and lasso Khaos 11,000's legs and trip him over, with Tyrannopede slamming on top of him. Then he morph into **Buglizard** and start biting his wings. "Let go!" snapped Khaos 11,000 and threw Buglizard away. Looma and Manny grab the metal beams and slam it against Khaos 11,000's face 20 times. Eunice become Polar Manzardill and breath ice beam at Khaos 11,000, freezing his body then Julie, merged with Ship again, fire a powerful laser at his body. The ice shatter and he got blown into the building. Then Jen 10,000 transform into **NRG** and fire a radioactive beam, sending him crumble in the building

* * *

While Gojia is clashing with Daigon in the background, U. Battlefly and Ultimo clash each other than U. Battlefly morph into **Four Arms **and punched Ultimo against the wall. Ultimo grab a disc and throw it at her. The disc reveal three deadly blades and Four Arms jump away and the disc hit the wall.

"Fight as Master Anodite!" snapped Ultimo.

"Never!" shout Four Arms as she fired 50 mana bolts but Ultimo pull out a spear and spin it at high-speed, blocking every shots.

"If you don't, then I will go and kill every love ones you cared about! Your family, your friends and even your boyfriend!" snapped Ultimo.

"No! You won't!" gasped Four Arms.

"And it starts NOW!" Ultimo aim her pulse cannons at Gojira and blast her against the wall.

"KKKRRIIIII!" scream Gojira as she fell down from the Control Room until she crash on the bottom floor.

"ZED!" scream Four Arms as she morph back into Jen and look over the edge on her knees. Gojira's Nemetrix start beeping and morph back into Zed. She lay motionless. "Zed! Zed...No..." sobbed Jen.

"Now fight me!" growl Ultimo.

"How can you be so evil?" ask Jen with her eyes filled with tears.

"I won't stop until I can prove that I'm the better Gwen then any others!" boomed Ultimo.

"You're nothing but a monster!" growl Jen.

* * *

During the battle against Khaos 11,000, the Alien Force are winning but Khaos 11,000 is still pounding them, even though his attacks got scramble thanks to Hope. Then Hope flies up.

"**Gigantrooper!**" she shouted and arm & legs bands appeared on her arms and legs.

"Am I supposed to be impressed, you witch!" growl Khaos 11,000 as he slap Eunice away. Then a huge robot appeared behind Hope.

"Yes." She raised her hands, showing her palms and the robots followed the suit, firing energy blast at him.

"GAAAAHH!" grunt Khaos 11,000 and he fell on his knees. Buglizard leap at Khaos 11,000 but he counter with his sonic roar, which he was planning to use Ripjaws' powerful jaws, and blast him away.

"BEN!" gasped Julie as she start punching Khaos 11,000 but he grab and head butted her hard that she lost consciousness and crash against the building. Ship de-merged her and start sniffing at her.

"Ship? Julie? Julie! *Whimper* SHHIIPP!" howl Ship in sadness as he think Julie's dead. Buglizard morph back into Ben and shook his head to wear off the dizziness. He look up and saw Julie badly hurt.

"Julie?! Gah... GRRRRR!" growl Ben as he got really angry.

"I will not stop! I will defeat you all!" shout Khaos as Hope & the Alien Force are ready to attack again but a green flash of light blinded them. Suddenly a huge fist smash Khaos 11,000. That fist belong to **Ultimate Way Big**.

"HOW DARE YOU!" snapped U. Way Big as he lost his temper and continue pounding Khaos 11,000 with his fists then Khaos reverted back to his human self. U. Way Big grab him and hold him up so he can face him. "YOU WILL PAY!" growl U. Way Big. Khaos recognized that look.

*_Flashback_*

_"Now you're going to where all traitors goes!" growl Future Nova Blast._

_"No! Ben, I beg you! Don't!" begged Khaos._

*_End Flashback_*

"No...Please Ben...don't! If you do this, Ulti- Gwen will completely lose her mind... Don't... PLEASE DON'T!" begged Khaos but U. Way Big ignore him and throw him across the street.

"DIE!" shout U. Way Big as he hold up his left forearm up and fire a powerful Cosmic Ray. It struck Khaos and push him across the sky.

"NNOOOOOO!" scream Khaos as he disintergarted and exploded.

* * *

Jen & Ultimo heard an explosion and saw the flames in the sky through the hole of the HQ.

"What happen?" ask Jen. Then a locket with #11 on it land in front of Ultimo's feet, emitting smoke, which means...

"Khaos...Kevin! No, not Kevin! Not Kevin! NNNNNNNOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO !" scream Ultimo in horror as she kneel down and broke down in tears.

"U-Ultimo?" ask Jen. Ultimo continue sobbing heavily and they heard the footstep of U. Way Big. Jen saw him and said to herself. "Ben, what have you done?!" said Jen.

"Ben...Ben? BEN?! BEN KILLED MY HUSBAND?! NOW EVERYONE WILL DIE! RAAAAAAAAAAGGHHHHH!" roar Ultimo as she release a massive purple aura, cracking the floor beneath her. Then a voice was heard.

"ACTIVATING GIGA EVOLUTION!" said the AI then four spikes grew out of the Gigatrix cores and covered around her shoulders and her waist until they all connected to her back.

"RAAAAGHH! **Needle Mouse, Fast Track, XLR8!** Combine!" snapped **Giga Ultimo** then her arms and legs grew spikes then she wear orbs on her feet, she grew a long tail and her helmet grew metal spikes. Jen become wide-eyed and frozen in terror.

"Oh no!" gasped Jen.

"Die, Jen 10!" growl Giga Ultimo a she curl up into a ball then spin dash toward Jen at supersonic speed, faster than Helen. Jen barely evade her but Daigon wasn't so lucky as G. Ultimo bore her way through Diagon and slice him in half, along with ear-piercing shrill. Then she bore through the elevator and spin dash her way up to the top.

* * *

"He's dead." said U. Way Big then they heard an explosion. They turn to look and saw Max's Plumbing shop exploded in a wall of fire. Something emerge from the flames and propelled to the sky. It stop then dash toward U. Way Big. It rammed him so hard, he morph back into **Way Big** then into Ben as the object push him into the ground. Ben then got lifted up by a hand gripped on his shirt. He look to see who it was.

"U-Ultimo?!" gasped Ben.

"You killed Kevin! Now I will kill you, 100 times over!" roar Ultimo as she slam her hand against Ben's ribs, broke it and send him crashing against the Proto-TRUK.

"ARGH! M-My ribs..." groan Ben. Looma slam the pipe against G. Ultimo but she hardly felt it and the pipe got dented.

"**Four Arms, Gravattack, Crushhopper! **Combine!" snapped G. Ultimo. She now has a second set of arms, planet-like armor and her helmet has Crushhopper's feature. Then she backhand punch Looma away and she crash against the gas station and exploded in flames. Then G. Ultimo levitate Attea, Cooper & Shar then slam them against the walls. Then she super-leap up high then tackle Manny in the ground. Then she rammed Helen away and she struck head first on the car and land on the ground.

"Ultimo! Stop!" shout Jen 10,000 as she transform into **Enernite** and blast her with a powerful mana wave but Ultimo withstand it and start puffing in rage.

"You...You will die in Ben's blood!" she charge toward Enernite and they start throwing punches but G. Ultimo is too powerful and force push Enernite against the wall then Enernite fire her eye ray at G. Ultimo away. Suddenly a huge purple aura appear and her yell filled the city.

"**Water Hazard, Terra Spin, AmpFibian, Armodrillo, NRG! **Combine!" Then G. Ultimo has bulked armor, two power drill arms with holes on her palms, several holes on her torso, four tentacles on her back & her mask has three visors. Then blast Enernite away with her water cannons then electricuted her instantly. Ben struggle to stand up and slam his Omnitrix core.

"**Big Chill!**" shout the Necrofiggian and he got instantly healed. Then he slap his Omnitrix symbol and grew four spikes. He now morph into a red Necrofiggian. "**Ultimate Big Chill!**" shout the Ultim Necrofiggian. He flew up high and saw G. Ultimo.

"Ultimo! Stop this, right now!" order U. Big Chill. She look up and saw him. She covered herself in aqua barrier then dash her way toward U. Big Chill.

"BEN!" roar G. Ultimo. U. Big Chill turn intangible and she went through him and her shield got frozen but she shatter it with her fist. She turn around and fire a powerful radioactive beam from her visor. U. Big Chill evade it and watch as the beam travel across the whole area and it exploded in a huge energy wave that covered in 30 radius.

"Agreggor's powers are nothing like that!" gasped U. Big Chill than he got blasted by a whirlwind blast from G. Ultimo. The Ultim Necrofiggian recover and breathe an ice flame at G. Ultimo, turning her into ice. She broke free and ram him into the ground. They crash hard then G. Ultimo charge her fists with electricity and nuclear energy then slam it against U. Big Chill & unleash a powerful tremor discharge, blasting him into the ground and exploded.

* * *

"This is Will Harangue from the 'Will Harangue Nation'! Today our city are in chaos! The Tennyson Twin are wrecking havoc on our city, destroy everything in their path and-" U. Big Chill crash on the road and bore through it. Then he morph into...

"**Ultimate Wildmutt!**" roar the Ultim Vulpinmancer.

"Tennyson! You finally shown your true color, you menace!" growl Will.

"Look, I have no time to argue with you. There is a mad woman destroying our home and- Hiyah!" U. Wildmutt leap over G. Ultimo who throw her punch but missed. Then U. Wildmutt bite her arm then slam her against the ground.

"Let go of me, you stupid mutt!" growl G. Ultimo as she grab him and electricuted him.

"That's the way, lady! Destroy Ben Tennyson!" grin Will.

"You shut up!" snapped G. Ultimo as she blast Will with a water cannon and he hit on the wall. U. Wildmutt leap up and tackle her into the ground. Then he morph into **Ultimate Swampfire** and throw multiple fire bombs at her. While Manny and the others recover, Rook help Jen 10,000 up.

"Are you okay, ma'am?" ask Rook.

"I'm fine, Rook." smile Jen 10,000.

"Forgive me of asking but have we met?" ask Rook.

"I'm Jen's future self." answer Jen 10,000.

"Jen?! Wow... You're so beautiful." said Rook wide-eyed. Jen 10,000 blushed then they saw an explosion heading toward them, Jen 10,000 quickly transform into **Bloxx** and cover Rook. U. Swampfire defeated G. Ultimo.

"It's over, Ultimo." said U. Swampfire.

"No... Never! You destroy my life!" G. Ultimo slap the evolved Gigatrix core and release a purple light. "**Ultimate Swampfire, Ultimate Big Chill, Ultimate Spider-Monkey, Ultimate Echo-Echo, Ultimate Titanosaurus, Ultimate Cannonbolt, Ultimate Wildmutt, Ultimate Way Big!** Combine!" shout Ultimo. She now has metal spikes on her knuckles, Sonic Dooms on her chest, gills on her neck and a tail with sharp talon, four metal spider legs on her lower back and has metal wings with spikes on it, bulked armor on her back and arms, and three horns on her helmet with her visor removes and her mask become hinged-jaws & her teeth sharp itself to point.

"You're insane!" exclaim U. Swampfire before he got blasted by a powerful spray of web then G. Ultimo slam him on the rooftop. She climb her way up then jump up high then spin dash toward U. Swampfire, boring him through the building. They crash on the ground then G. Ultimo lift him up then blast him with her ice fire breath, freezing U. Swampfire in the street. She then smell something. She see someone is running toward her from behind. She turn around and saw Helen.

"AAAAAAAAAAAAAAAAAHHHHHHHHHHHHHHHHHHHH!" scream G. Ultimo and her sonic scream shatter the whole street and Helen cover her ears in pain as she got pushed back at full force. Then she covert her hands into bio-gatling guns and start firing a barrage of fire bombs. Manny and the Alien Forces got blasted and got hurt badly. Bloxx then morph into **Titanosaurus** and charge toward G. Ultimo. She start pounding her with all of her might but G. Ultimo slam her fist against her guts then fire a huge web from her mouth and pinned her on the ground. Titanosaurus morph into **Diamond Head** and broke free, slam her fist and send a crystal field toward her but G. Ultimo slam her fist and unleashed a shockwave, countering Diamond Head's attack then fire a barrage of fire bombs at her. covering her in huge explosion waves then she throw two Sonic Doom discs and blast her down. Jen 10,000 emerge as **Feed Back** and absorb the electricity around her then fire a powerful electro beam. It struck her and she start gritting her teeth as she withstand the electrical surge then channel it to her hands and unleashed a spiral heat wave, blasting Feed Back against the wall. She look up and gasped as G. Ultimo spin dash against her and went through the ground. Feed Back quickly morph into **Battlefly** but G. Ultimo charge toward her and bite her shoulder as they crash against the wall then slam her across the sewer tunnel.

On the surface, Jen, riding on Zed as **Hypnotick**, arrive at the scene. She found Ben and the others and she slap Ben's cheek very hard.

"OW! What was that for?!" ask Ben.

"Ben, you idiot! Why did you kill Khaos?! Now that _you_ killed him, Ultimo went berserk! She won't stop until we're all dead!" exclaim Jen.

"No wonder he start begging him." said Hope.

"He begged you?! He knew too..." mutter Jen. "Where's Jen 10,000?" And at the same thing she ask, **Rainbowgon** burst out of the sewer and fly up in the sky.

"Let's attack her together!" said the blue head.

"Okay!" said the other heads as they charge up their best attacks then fire the combined elemental beams at the ground but it was counter by a Cosmic Ray and blasted them backward. Then a transparent blur zoom up and went through Rainbowgon, making her body numb and her wings.

"Gah! I'm..."

"Numb!" the yellow head finished the purple head's sentence. Then she got blasted into the ground by another Cosmic Ray. Rainbowgon morph back into Jen 10,000 and was beaten.

"I WILL DESTROY EVERYTHING!" boomed G. Ultimo. Jen stood up and gaze at everyone.

"Looks like I am the only who can do this..." said Jen.

"No, Jen, don't!" Ben denied.

"I'm sorry, I don't have a choice now." said Jen.

"But what if..." said Hope but she pause for a moment.

"Let...let her do it..." moan Jen as she struggle to stand up. "She can do it... She is the Master Anodite."

"You can do it, Jen." smile Rook.

"Thank you. Don't worry, guys. I can't lose my humanity after I've mastered my powers." Jen stepped forward and let her Mana flow through her system, more than ever since her training and unleash a massive aura of Mana. Everyone got blown away and Ultimo saw that light.

"Finally!" growl Ultimo as she slap her evolved Gigatrix. "**Enernite, Solar, NRG, Alien X!** Combine!" Ultimo now has three visor, flaming purple hair and three horns on her forehead.

The light faded and Jen emerge in her new form. She has the same runes as Ultimate Battlefly, grew large flaming wings, reddish hue and flaming purple hair. She has become...**Master Anodite!**

**(A/N: Here's the song Jake chose for Jen 10 & Ultimo's battle)**

* * *

***_Insert Song: Lullaby by Nickelback_***

**_Well, I know the feeling_**

**_Of finding yourself struck out on the ledge_**

**_And there ain't no healing_**

**_From cutting yourself with the jagged edge_**

**_I'm telling you that_**

**_It's never that bad_**

**_Take it from someone who's been where you're at_**

**_Laid out on the floor_**

**_And you're not sure_**

**_You can take this anymore_**

**_So just give it one more try_**

**_To a Lullaby_**

**_And turn this up on the radio_**

**_If you can hear me now_**

**_I'm reaching out_**

**_To let you know that you're not alone_**

**_And if you can't tell_**

**_I'm scared as hell_**

**_'Cause I can't get you on the telephone_**

**_So just close your eyes_**

**_Well, honey, here comes a Lullaby_**

**_Your very own Lullaby_**

**_Please let me take you_**

**_Out of the darkness and into the light_**

**_'Cause I have faith in you_**

**_That you're gonna make it through another night_**

**_Stop thinkin' about_**

**_The easy way out_**

**_There's no need to go and blow the candle out_**

**_Because you're not done_**

**_You're far too young_**

**_And the best is yet to come_**

**_So just give it one more try_**

**_To a Lullaby_**

**_And turn this up on the radio_**

**_If you can hear me now_**

**_I'm reaching out_**

**_To let you know that you're not alone_**

**_And if you can't tell_**

**_I'm scared as hell_**

**_'Cause I can't get you on the telephone_**

**_So just close your eyes_**

**_Well, honey, here comes a Lullaby_**

**_Well, everybody's been abandoned_**

**_And left a little empty-handed_**

**_So if you're out there barely hanging on_**

**_Just give it one more try_**

**_To a Lullaby_**

**_And turn this up on the radio_**

**_If you can hear me now_**

**_I'm reaching out_**

**_To let you know that you're not alone_**

**_And if you can't tell_**

**_I'm scared as hell_**

**_'Cause I can't get you on the telephone_**

**_So just close your eyes_**

**_Well, honey, here comes a Lullaby_**

**_Your very own Lullaby_**

***_Song end_***

* * *

MA Jen flew up to G. Ultimo and face her.

"I'm not afraid of you anymore, Ultimo. You came into our dimension, hurt my friends and family, you terrorized hundreds of innocent people, and for what reason? Nothing! I know Ben banished Khaos to the Null Void, but he didn't do anything that made him a traitor! There was nothing personal involved in it. You killed the only person who understood you for no reason at al! The only traitor here right now is YOU! I've tried to forgive you. We all have, but you've made it impossible with trying to destroy your only family!" shout MA Jen. G. Ultimo was awestruck at her reaction toward her wrongdoings.

"You don't understand anything!" She fire a massive radioactive beam at Jen, but her hypersonic speed allowed her to dodge it without trying. The beam struck the Captain Nemesis' tower and destroy it completely.

"Believe it or not, I know _exactly_ how you feel." MA Jen said.

*_Flashback_*

She clutches her necklace locket with her boyfriend before Rook, Justin and look at it.

"My one true love ditched me for someone else for no reason at all. I just felt anguish toward him from that day on. I even had my revenge right there in the palm of my hand."

The rest of the Alien Force were blown away by this confession of hers that she had a boyfriend before Rook.

"I had him corner, ready to strike him dead... But then I realized, it wouldn't change what happened. Worse, I would've become worse than him. I choose to be better, To be Jen 10."

*_End Flashback_*

She closed the locket and looked up at G. Ultimo. "I've looked on that day for 2 years now. And I look at you, Ultimo, and it's like I'm looking into a mirror at what I would've been if I chose to get revenge." A single tear escaped from her eye and hit the ground. "Every hero has a choice to face the darkness..." Every Alien Force was looking in awe at her speech. "...or be consumed by it."

"Gah..Grk...RRRRRAAAAAAAAAAAAAAAAAGGGGGGGGGGGGGGHH HHHHHH!" roar Ultimo in pure rage as she unleashed a massive sphere of black aura. "DAMN YOU! DAMNYOUDAMNYOUDAMNYOU! I WILL SNAP YOUR NECK!"

"Fine, have it your way." frown MA Jen as she release a mana power-up aura around her body and it was pulsing very strongly. The screen splits to show MA Jen and G. Ultimo glaring each other through half screens.

"Let's get MEGA CHAOTIC!" MA Jen shouted as they charge toward each other and collided at full force, with their auras impacted together, release a tremendous shockwave that all of the buildings' windows shatter into million of pieces and the street below them was blown apart by the force. They start pushing each other with their auras, release electrical sparks everywhere by their struggle. The civilians of Bellwood, the Alien Force, and even Rook, becomes shock of their massive power level. Several news people brought the cameramen to film the fight.

"Go, Jen!" shout Ben.

"You can do it!" cheered Max.

"I believe in you!" cheered Julie, who regain consciousness and saw what happening.

* * *

On Planet Anodyne, Verdona and all the Anodites are meditating and saw what's happening on Earth.

"Unbelievable! The legend came true!" said one of the Anodites.

"Master Anodite has reborn! Their powers are beyond ours, even more that put the Celestialsapien's powers to shame." said the second Anodite.

"This is exciting!" chimed the third, younger Anodite.

"My granddaughter...a Master Anodite..." Verdona smile deeply with joy as she see the day that the Master Anodite is her granddaughter, Jen 10.

* * *

MA Jen & G. Ultimo continue their skimmerish until their auras exploded and they disappear. Suddenly there are two hypersonic blurs, striking each other through the sky than G. Ultimo create a transparent circle and blasted her at full force, sending MA Jen crashing through the street but she vault over and land on her feet until she skidded backward on Bellwood Beach, causing the water to disburst in a huge wall of water. Then G. Ultimo charge toward her with her fist covered in mana but MA Jen flap her flaming wings, jump up and land a mighty uppercut, right against her chin and shatter her battle mask off. G. Ultimo got blown away by that punch, causing her to bore through 10 buildings. MA Jen slam her wings down and charge toward G. Ultimo, then land a series of hypersonic punches against her face then axe-kicked her down through the ground and into the tunnel tube of the Plumber's HQ and crash into the Undertown. A huge blast of solar radiation beam flare out of the dust cloud and pierce through the ceiling, trying to hit MA Jen outside. She just rush down at hypersonic speed and arrive at Undertown in the instant.

"Why are you shooting blindly when you can sense mana, Ulti-Joke." scoff MA Jen.

"RRAAAAGHH!" roar Ultimo as she channel all the mana through her body then unleashed a massive black mana wave and sweep it from the left to the right, blasting the Undertown and the aliens. MA Jen quickly create a huge wall of mana and withstand her attacks.

"HOW MANY MORE PEOPLE MUST YOU KILL?!" snapped MA Jen.

"UNTIL YOU'RE DEAD!" boomed Ultimo as she slam her fists, charged with radioactive energy and unleashed a huge shockwave. MA Jen rotate her fingers in circle then thrust it forward. She created a huge mana shield and withstand the shockwave. G. Ultimo thrust her hands and created two large energy cannons, wield it and fire a super-charged energy cannon. MA Jen smirked.

"**Song of Reversal!**" shout MA Jen then her wings let out 7 beautiful notes then they switched places but G. Ultimo was prepared this time and impale her hands against the energy beam, absorbing it completely then her whole body glowed reddish-orange and start arcing rapidly. MA Jen got wide-eyed then quickly grab G. Ultimo and quickly fly out of the Undertown and into the sky. Then she quickly retreat but failed as G. Ultimo unleashed a nuclear pulse, blasting her away but she quickly recover and dash through Bellwood. G. Ultimo saw her and charge ahead.

MA Jen look back and saw she was being chased by G. Ultimo through the city. They saw they were heading towards a building, but Jen made a sharp right turn and Ultimo saw her reflection in the windows, showing a beautiful human.

"I was beautiful once..." mutter G. Ultimo as she touch her face softly with her hand.

MA Jen then flew beside the reflection. "This can be yours for 3 easy payments of 'Go Home Forever And Never Come Outside Again!" She teased.

"SHUT UP!" roar Ultimo as she fire a powerful mana/radioactive energy bullets from her hands at her, which she dodged it and it shatter the windows.

"Do you know how many years of bad luck you bought?" ask MA Jen with mischievous smile.

"Stop...mocking me!" snarl G. Ultimo as she throw her powerful punch but MA Jen caught her fist and made a sudden halt that release a burst of wind. Then she jab her ribs with her open hand and she got pushed back then she counter with her eye laser but MA Jen disappear and reappear behind her. When G. Ultimo turn around, she got punched across her face.

"This will have to stop!" shout MA Jen then she kick her into the sky, dash ahead of her then double hammer punched her down through the building. G. Ultimo appear behind her and slam her fist against the back of her head and send her crash through the building, severing it in half. The building start falling down but G. Ultimo caught and lift it up to the sky. She found MA Jen then toss the building at her. MA Jen gasped as she saw the building head toward her. Then Hope jump in the way and thrust her hands forward. The robot followed the suit and thrust its hands. It caught the building and it got pushed back. Hope lift it up but then G. Ultimo zoom pass and pierce through the building and the robot, destroying both of them at once. Then she grab Hope by her throat.

"Get in my way, will you, Charmcaster?! You're not as good as your disgraced father!" growl Ultimo.

"Graah... Mugic! **Interlude of Consequence!**" As the orange light was about to bath G. Ultimo but she pull out the blue rune she took from MA Jen and strummed MA Jen's lyre three time.

"**Song of Reversal!**" shout G. Ultimo and they switch places. Hope got bathed in orange light and she gasped in shock.

"Oh, no..." gasped Hope.

"Now you will taste your own medicine!" G. Ultimo charge toward Hope, who try to attack with a fire blast but smokes emerge from her hands instead, and punched her, sending her crashing through the building then she rotate her hand then hold it up and make a fist in the instant. The building Hope crash through release a humongous explosion. G. Ultimo turn around and saw MA Jen holding Hope in her arm.

"How did you-"

"That's enough killing, Ultimo." said MA Jen as she float down and set Hope down. It will take a while for the spell to wear off and when MA Jen stood up and face Ultimo, she got pummel by G. Ultimo's frenzied punches then she knee her guts then start running in circle, release a series of after image, firing multiple solar beams and mana bolts at MA Jen but she start swaying her upper body, evading every attacks without even trying then she thrust her fist down and unleash a mana shockwave, blasting G. Ultimo away but she recover and created a meteor showers. It rain down on Bellwood but MA Jen used her hypersonic speed to bash all of the meteorites then charge toward G. Ultimo. They start exchanging blows after blows but, during their clashes, the Sun is empowering G. Ultimo's strength then she overpower MA Jen by firing a massive energy ray then rammed her arm against her and they bore through many buildings until they crash against the church. MA Jen can't move by the blow & G. Ultimo start grinning evilly.

"Finally! Prepare to die!" boomed Ultimo with Jen's neck in her wrist against the church's wall.

"I came to fight you, hoping that you still cherished your family." MA Jen said with no emotion. "Hoping you were still the woman who tucked her son in at night. But you are no longer that woman!" Her hair and wings were than blazing brighter than before. "And I...am a true Master Anodite because I EARNED it!" She then phased her way through Ultimo's grasp. Ultimo gasped at the power emanating from MA Jen.

"You are not even worthy of that Omnitrix, you murderous swine! **GLADIATOR'S FIRE!**" She unleashed a massive flame burst from her body. It struck her hard and release a humongous explosion.

"GYAAAAAAAAAAAAAAHH!" scream G. Ultimo as she got engulf by a massive energy. The light subside and Ultimo, reverted back to normal state, fell down and crash against the ground. MA Jen float her way down and land on the ground. The Alien Force gather around and start cheering.

"Way to go, Jen!" cheered Ben.

"That was awesome!" squeal Julie as she hugged her best friend.

"You... _I_ was so spectacular." chuckle Jen 10,000.

"You did it, Jen!" Rook hugged her and she hugged back in a loving embrace. However Jen 10,000 saw Prof. Paradox.

"Professor..." said Jen 10,000.

"It's not over yet." he said. Ultimo start to stand up and pant heavily.

"Gah... Ah...I will...ERASE YOU ALL!" roar Ultimo as she activate her Gigatrix again and went Giga Ultimo. "**Eon, Clockwork!** Combined!" G. Ultimo start charging her time ray at maximums charge, become a large sphere.

"Everyone, become Chronosapien!" frown Jen as she power-down then transform into **Clockwork**. Ben, Jen 10,000 and Eunice respond the same and all four Chronosapiens start pooling their powers together,

"DIE!" roar Ultimo as she fire a massive time ray.

"NOW!" shout Clockwork (Jen) as they fire their combined time ray. They collided but the Chronosapiens' time rays pierce through Ultimo's and struck her head on.

"GGGGGGGGGGGGGGGGYYYYYYYYYYYYYYYYYYYYYYYAAAAAAAAAA AAAAAAAAAAAAAAAAAHHHHHHHHHHHHHHHHHHHHHHHHH!" Ultimo let out a bloody, ear-piercing scream as she got engulf by the time ray then disappear into nothingness.

"Is she..." ask Eunice as she revert back to her human form as well as the Tennyson Twins.

"No, she's not dead. She got teleported to an alternate dimension, where Gwen 10 is right now. Only she will destroy Ultimo. Now then, Jen 10,000, it's time for you to go home." smile Prof. Paradox as he open a time portal. Jen 10,000 follow but then Jen walk up to her and whisper to her ear.

"Tell me, will Rook and I get marry?" ask Jen with her cheek turn pink.

"Live through your life and you'll find out. *wink*" smile Jen 10,000 as she went through the time portal and vanished back to her own time.

"Uh... Heh heh, guess Jury Rigg has a big job to do." chuckle Ben nervously.

"Don't worry, we'll help too." smile Eunice and Jen.

"BENJAMIN KIRBY TENNYSON!" shout a familar voice that made Ben jumped. He turn around and saw Gwen & Kevin, glaring at him.

"Gwen? Kevin?" ask Ben.

"What just happen?!" ask Kevin bitterly.

"Uh...well...It's hard to explain so we'll tell you later." said Ben but Gwen trap him in a mana bubble.

"Ben, if you don't tell us RIGHT NOW, I will ransack your room and burn all of your Sumo Slammer collection!" growl Gwen as her eyes glowed pink.

"NO! Anything but that!" panicked Ben.

"Whoa, no wonder Ultimo is very vicious, Gwen has a serious temper." said Helen in awe. Eunice and Jen sigh and become Jury Riggs to take the head start on repairing Bellwood and the Plumbers' HQ. Hope decide to take Zed for a walk and everyone went back to the OmniManor with Max and Rook. Manny walk up to Looma.

"Um...Looma?" stutter Manny.

"Yes?" ask Looma.

"Once the city is repaired, do you want...t-to go out with me?" ask Manny nervously. Looma's heart start beating faster and place her upper right hand on her chest as she feel like her heart is going to burst out.

"Y-Yes! I would l-love to date w-with you, Manny." blushed Looma. Manny smile and hold one of her hands as they walk down the street together.

"START TALKING!" shout Gwen & Kevin.

"Okay, I'll talk! Please don't hurt Sumo Slammer!" cried Ben.

* * *

In an alternate dimension, Ultimo fell out of purple light and crash on the rooftop. It was raining heavily. She look around then broke down in tears as memories flashes before her eyes. When she become the Magister of the Plumbers, she and Kevin got married, she gave birth to Devlin. Then she start hearing voices.

_"What have you done, Gwen?!"_

_"You're no better than me, Ultimo if you keep doing your evil way!"_

_"I hate you Mom! I hate you and Dad! I hate you all!"_

_"If you destroy her, she would've never grown up to become a hideous monster like you have become, and you'll be ceased to existence!"_

_"I was hoping you're still the woman who tuck her son in at night but now you're not that woman!"_

_"You're nothing but a monster!"_

"WWWWAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAAHHHHH HH!" Ultimo let out a heartbroken wailing that echo throughout the city. "Everything I have in my life...They're gone! I lost my rank, my son, my husband, my life...even my mind... She was right... I killed everyone... Grandpa Max, Grandma Verdona, Aunt Sandra, Uncle Carl, Cousin Sunny, Kai Green, Ultimo, Tini and the Galactic Forces... the Plumbers... I viciously killed them all for no reason! I...even...killed my cousin... Oh, BEEEEENN! WAAAAAAAHHHH!" Then she saw a group of costumed superheroes and with them is a Monarchain with the Ultimatrix symbol.

"Gwen 10... You and I has a score to settle... I want a showdown. It doesn't matter who wins, I want...you...to end...my life... I don't care anymore..."

* * *

**Axle- That was an epic battle...and very emotional...**

**Attea- It's so sad! Axle, hold me! *She hugged me and my face turn red again***

**Gwen- Ooh! This is my role! I better get ready!**

**Axle- Umm... Ahem! This is the end of this saga and it's all thanks to Jakevoronkov1, my friend and co-writer for this saga. Everyone, give him a round of applause.**

***We all clap our hands very loud***

**Jen- YAY! X3**

**Ben- Three, two, one...**

**Ben & Kevin- Axle & Attea sitting on a tree! K-I-S-S-I-N-G! First come love, then come marriage, then comes a baby in baby carriage!**

**Attea- Stop that! *She's blushing.***

***I left before my face turn more redder. I look at you viewers now.***

**Axle- Okay, I admit I have little crush on Attea. Sure, she just a fictional characters but you guys fell in love with a fictional characters, right? The Omniverse character designer made Attea look more cuter then in Alien Force. Maybe I should invite her to be a co-host of my other fanfics.**


	46. Gwen meets Justice

**Chapter 46: Gwen 10 meets Justice.**

**Axle- Okay, now let's check on Gwen.**

**Gwen- Finally!**

**Jen- Where's Attea?**

**Looma- She left.**

**Kevin- Why?**

**Looma- Dunno.**

**Disclaimer: I don't own any Ben 10 or the characters that are going to appear in this chapter.**

* * *

Gwen was falling endlessly within the yellow dimensional vortex and she stopped screaming 20 minutes ago. She cross her arms then check her Ultimatrix and activate the digital clock.

"Argh... How long must I fall? The portal should- Ah, speak of the devil." said Gwen as she notice a portal was opened and she continue down toward a city. She gaze around and saw the city is not Bellwood, beside there's a tower with a planet icon with the rotating words that said "DAILY PLANET." She decide to break her fall so she activate her Ultimatrix, rotating the holograms until she found the hologram of an anthropomorphic bird. The core pop up and she slam it down.

A green sphere travel through her blood vessel as she become green-highlight silhouette floating in mid-air. Her cells start pulsing as she merged with an alien DNA. Her body turned X-rayed and her skeleton morph into bird-like skeleton, her feet become talon, her fingers merged into three fingers & her skull stretch into hawk-like skull.

"**Raptor!**" screech the alien as she flap her arms and broke her fall. She start flying through the sky until she heard people screaming and there was explosions in the city street. She flap her arms and land on the billboard. She observe the scene closely and saw a mechanical being destroying everything. "I fought aliens and they have Terminator here. Guess it's hero time!" smirk Raptor as she jump down to the street and land on her feet.

"Come out, Kryptonains! Come out and face the REAL Man of Steel!" shout the robot.

"Yo, Terminator! Stop shouting nonsense and who are you?" ask Raptor.

"I am **Metallo!** The True Man of Steel!" boast Metallo. Raptor focused her sight on Metallo and use her telepathic powers to scan him. She got wide-eyed.

*_What?! This robot has the consciousness of a crook and his heart is some kind of glowing rock! I don't think Raptor is suitable to fight this titanium brute._* thought Raptor. Raptor quickly jump away and Metallo missed as his fist impacted the street, causing it to exploded into a huge of dust cloud. "Whoa! You did all that with one punch?!" exclaim Raptor.

"There's plenty more of that! Take this!" grin Metallo as he fire a powerful green energy beam from his optics and Raptor quickly levitate the billboard and use it as a shield. It withstand it but got destroyed as the result and she got knocked backward. She recover and levitate Metallo but he broke free and ram his fist against her face and she crash into the gas station's store. Metallo fire his eye laser and ignite the gas tank, causing it to exploded. Metallo walk through the flames, grinning as he search for the body of his victim.

"Come out, bird brain. You can't defeat me. I'm superior then you!" laugh Metallo. Then a bright green light flashes and Metallo scan the area. He detected a life form similar as Raptor but the shape is different. Standing before him is a Biosovortian.

"What is this?! You change?!" gasped Metallo.

"Guess what, buster? Now _I'm_ superior then _you_!" grin **Lodestar**. Metallo charge toward her but Lodestar trust her pincer and grab Metallo with her magnetkinesis.

"GAH! Grrr... I...can't...move?!" exclaim Metallo.

"I magnitze metals and you, sir, are made of metal. Buh-bye!" Lodestar place her left pincer on her right and release a powerful pulse ray, vibrating Metallo's body violently then she ripped him apart. His body has torn in pieces, save for his head.

"Impossible... A mere...meta-human...defeated me..." grunt Metallo as he power down. Lodestar pick his head up. She then notice a green rock from Metallo's chest and it start flashing rapidly. Before she realize it, the rock exploded and she got blown away. As the smoke slowly subsided, Lodestar got seriously injured and morph back into Gwen & lost consciousness. A shadow figure appear and head toward her. The Ultimatrix turn yellow and flashes.

"UNCATALOGGED DNA SAMPLE DETECTED!" beeped the AI then the core pop up and release a yellow light that scanned the mysterious figure. The core finished its scan and return to its position. "WHITE MARTIAN DNA SAMPLE ACQUIRED! SCAN COMPLETED!" chimed the AI.

"How did her watch knew I'm a White Martian?" wonder the mysterious figure.

* * *

In the Justice HQ, Gwen slowly woke up and look around her surrounding. She slowly stood up and moan a bit in pain.

"Ow...What happen? Where am- UGH!" groan Gwen.

"Hey, don't move too much." said a red-haired, green-skinned girl as she arrived with a bowl of water. She place a wet towel on her head but Gwen shot out of the bed and step away from her.

"You stay away from me, alien!" growl Gwen.

"Calm down, miss. I just saved you and recovered you from Metallo's self-destruction. I'm M'gann M'orzz, but everyone on Earth called me **Miss Martain**. What's your name?" ask Miss Martain.

"My name is Gwendolyn Tennyson but the Earth and galaxy called me Gwen 10." answer Gwen.

"The galaxy? Are you that heroic?" ask Miss Martain.

"Yeah, something like that." said Gwen as she smile.

"Let me introduce you to some of my friends. By the way, you need to take a shower." advise Miss Martian and Gwen blushed as she sniff her armpit and realized she _do_ need a bath.

* * *

After shower, Miss Martain brought Gwen 10 to the living room where the other costumed teenager are hanging out.

"Hey guys, look who woke up." smile Miss Martain as Gwen 10 enter the room.

"Hi! My name is Gwen 10, the superhero and savior of both Earth and the galaxy." smile Gwen 10.

"A lone hero saved a whole galaxy?" wonder the black teen with tattoos on his arms.

"UNCATALOGGED DNA DETECTED!" beeped the Ultimatrix again then bathed the teen with the "S" icon with yellow light. "KRYPTONAIN DNA ACQUIRED! SCAN COMPLETED!" chimed the AI.

"What did you just do?!" ask the teen.

"Wait, you're alien?" ask Gwen.

"No, I'm a clone, created by the combined DNA of **Lex Luthor** & **Superman**." answer the teen.

"OF COURSE! NOW I KNOW WHERE I'VE SEEN THAT 'S' SYMBOL BEFORE! THAT'S SUPERMAN'S ICON!" exclaim Gwen as she point at the clone. "Oh my god! That means I'm in the dimension of **Wonder Woman**, **Hawkgirl, Songbird** and... Ooh! You're **Batgirl!**" exclaim Gwen again and the girl wearing a bat costume with utility belt and cape become wide-eyed.

"You know me?" ask Batgirl.

"Yeah! You're Barbara Gordon, daughter of Officer Gordon and alley of **Batman**! Ohmigodohmigodomigod! It's a dream come true! I have tons of female superheroes comic books in my rooms and including every comic books that include them! I'm so excited!" squeal Gwen as she jump up and down, clapping her hands.

"She's a hyper nerd fangirl." said the black girl wearing black and yellow costume.

"**Bumblebee!**" shout Gwen and she hugged her, with her gagging. "Even Bumblebee is here!"

"Gack...you're...choking me..." gagged Bumblebee then she shrink herself into a size of a bee and fly around with her insectoid wings.

"Sorry, I'm just so excited!" smile Gwen.

"So, you know the girls but do you know the boys?" ask Miss Martain.

"Uhh...No?" ask Gwen and all the guys fainted anime-style. **(A/N: How about that? She know everything about the female DC Heroes but nothing about the guys. XD)**

"Ha ha ha ha!" laugh the blonde girl wildly.

"Hey, that "W" symbol is from Wonder Woman, right?" ask Gwen.

"Yeah?" ask the blonde girl who is still giggle.

"Uh-oh." said Miss Martain, Bumblebee and Batgirl in unison.

"Then you're **Wondergirl**! XD" scream Gwen as she pounce Wondergirl and hugged her tight.

"GAAH!" scream Wondergirl.

"You even have the bracelets & the Lasso of Truth!" said Gwen as she observe the metal bracelet on her wrists and the golden lasso tied to her left hip. She broke free and grab Gwen by her arms then place her on the couch.

"Okay! Nice to know you too but that hug is too much!" said Wondergirl as she catch her breath.

"Sorry! X3" smile Gwen.

"So, let me introduce my powers and the others minus Batgirl and the one you just hugged. I have the powers to shapeshift into anyone, humans, aliens or animals. I can fly, super strong, survive the vortex of space and I can phase through solid objects & read mind. I can levitate too but I need practice. **Superboy** inherit Superman's powers; flight, super-strength, super-speed, super breath, super vision, super invulnerability, X-ray vision, heat vision and freeze breath. **Beast Boy** has my blood, which I transfused it to him, giving him the ability to shape shift into any animal forms he seen or heard of. **Blue Beetle** wear the Scrabe armor, giving him enhanced physical abilities and gain weaponry and flight. **Aqualad** is an Atlantean so he has hydrokinesis and can breath underwater. He wield the water bearer to produce water-based attacks and his tattoos release a discharge of electricity. **Kid Flash** can run at superfast speed and, if he break the sonic barrier, he can time-travel. **Static** has electromagnetism ability, control metal objects using his electrokinesis as well as perform lightning attacks." explain Miss Martain.

"Well, I may look normal but with my Ultimatrix, an alien device created by Azmuth, the smartest Galvan of 2 or 4 galaxies, I can transform into any alien forms!" grin Gwen.

"Really?" ask Beast Boy.

"Don't believe me, then watch this!" Gwen activate her Ultimatrix and slam it down. She release a green light and morph into...

"**Battlefly**!" shout the Monarchian.

"Whoa!" exclaim everyone.

"Well, what do you think?" ask Battlefly.

"She's hot." sigh Kid Flash.

"You're like a one-woman army!" exclaim Superboy.

"Yeah, something like that but I'd never done my hero job without the help of my friends, the Plumbers, the intergalactic police who defend the galaxy from dangerous threat." said Gwen 10.

"If you're from _otro _dimension, why can't you go back, _señorita_?" ask Blue Beetle.

"I can't. I don't have an alien form that can travel through dimensions. Although my Anodite form can travel through dimensions, I don't know the spell." shrugged Gwen.

"Then stay for a while. Join our team until we find a way to send you home." smile Batgirl.

"You mean me, team up with Batgirl, Bumblebee and...all of you guys... YES!" shout Gwen as she gave a fist pump. Then the computer let out a warning sound. Batgirl check the computer and look at the others. "We got trouble in Gotham City!" said Batgirl.

* * *

In Gotham City, a group of thugs are wreaking havoc on the street. Among them is a green-skinned woman wearing green vest and plant-like bikini. Next to her is a tall slender man wearing a mask with tubes connected from his head to the device on his back. The thugs are made of tree, like the trees has given life.

"Go, my children. Destroy Gotham City for polluting our Mother Earth." laugh the red-haired woman.

"Hmph." scoff the man.

"Hold it!" shout Batgirl, who arrive at the scene with Robin, Kid Flash, Wondergirl and Blue Beetle. "**Poison Ivy, Bane**, that's far enough!" shout Batgirl as she throw two electro-batarangs but the minions jump in the way and took the hit for Poison Ivy.

"Ha ha ha ha! Nice try, but Bane want to crush Batman. I guess his two sidekicks is enough for his amusement. Go get'em, handsome." grin Poison Ivy as she press the button on Bane's chest the green liquid flow through the tubes and into his head and arms. Suddenly his whole body grew extremely muscular and become taller than the Young Justice.

"RAAAAGHH!" roar Bane as he charge toward the Young Justice. Bane throw his punch but Batgirl & Robin dodge out of the way while Kid Flash dart back & Blue Beetle blasted off to the sky. Batgirl fire the batgrapple, hooked on the building and swing down toward Bane. She land a double kick against his head but he thrust his head back and knock her backward. Robin throw the bolas around his face and he receive an electrical shock. "RAARR!" growl Bane as he rip the bolas apart with his hand then ground pound the street, sending shockwave toward the Boy Wonder. Blue Beetle grab and toss him up while morphing his arm into a cannon and start shooting at Bane. He got pushed back then roar again as he grab a lamp post and bash Blue Beetle in the face, sending him crashing on the wall. Kid Flash run around in circle, creating a tornado but Bane clapped his hands and disburst the tornado apart, sending Kid Flash flying. Robin throw another explosive disc and blast Bane's face then Batgirl place her hands together and smack Bane's face.

"Superboy, Wondergirl, you're in." order Batgirl. Then a black blur and a yellow blur dash through the street and impacted Bane, sending him crashing through the buildings.

"Nice entrance." smile Kid Flash.

"Thanks." said Superboy.

"Boy, this Bane is so strong! I like it!" grin Wondergirl as she dash toward Bane when he is standing up and she punch his face hard, knocking him down. She start punching him into the ground but Bane start laughing.

"Ha ha ha ha... Stupid girl. Here's the taste of my Venom!" shout Bane as he press the button again, causing the Venom flow more violently and his body grew bigger and muscular then before. He grab Wondergirl and slam her into the ground. Superboy tackle Bane but he grab him and head butted him. Poison Ivy giggle evilly as she watch Bane overpowering the Young Justice.

"Hey, old lady!" shout a female voice & Poison Ivy look up. It's Gwen.

"If you think attacking innocent people just to prove your point about saving the Earth, you are so wrong." scoff Gwen.

"And who are you, child?" ask Poison Ivy with a serious look.

"I'm Gwen 10 and I'm going to kick your butt as..." Gwen activate her Ultimatrix, select the form and slam the core down.

A green sphere travel strongly through her blood vessel as her cells start pulsing and sparking rapidly and she become a green-highlight silhouette floating in mid-air. Her cells accelerated as she merge with an alien DNA. Her body turn X-rayed and pulsing at high-speed then release a green light.

"**Fire Fox!** shout the Foxsapien. Poison Ivy become surprised then she thrust her hands and summons vines to trap Fire Fox. She got caught but she start snickering.

"Oh, you poor fool. Why do I call myself 'Fire Fox'? Because I can breath fire!" Fire Fox belch flames and burn the vines apart. She broke free and pounce on Poison Ivy. She lift Fire Fox up and toss her against the wall. She recovered and Poison Ivy send her minions to attack her but Fire Fox, not holding back since the minions are not humans, belch a huge fireball and blasted the minions away.

"My babies!" scream Poison Ivy then she gritted her teeth hard as she thrust her hands and fire a series of explosives seeds. Fire Fox got hit and the explosion created a dust cloud. As Poison Ivy gaze through it, she's gone. "Where are you?!" shout Poison Ivy.

"Here." Poison Ivy turn around and she got blasted by a fireball. She crash on the car and lost consciousness. She look ahead and saw Bane holding Blue Beetle by his wings. Fire Fox jump toward Bane, belch fireball at him, forcing him to let go of Blue Beetle then she release a green light, morphing into...

"**Goop!**" shout the Ploymorph as she splash herself on Bane then covered him with her goo-like body.

"RAAGH! GET OFF ME!" shout Bane.

"As you wish!" Goop let go of Bane but she has removed the tubes from his head and arms, and without the Venom flowing through his veins, he return to normal, drained of his strength and pass out. Goop morph back into Gwen.

"That was awesome!" cheered Gwen and the Young Justice remain in awe, unable to believe she defeated Poison Ivy & Bane so easily. Then Batgirl receive a call, saying there's more trouble in the Gotham Museum.

* * *

In the museum, a cat-woman was stealing a diamond, with a woman wearing a cat-like costume, who was stealing a golden cat statue. Batman already arrive on the scene.

"Put the jewel down,** Cheetha**. And **Catwoman**,same goes to you with the statue." order Batman.

"Oh, Batman. You know we can't do that." purred Catwoman seductively.

"RAAGH!" growl Cheetha as she leap toward Batman but he evade her and land a kick on her head. Cheetha let out a meow then she counter with her kick, knocking Batman against the glass case.

"Gah..." panted Batman as he recover from that blow.

"You should've brought Wonder Woman with you. She had fought me before." hiss Tigress.

"He didn't because he doesn't trust no one, right hon?" ask Catwoman sweetly. Batman remain silent and throw his batarangs at them. Cheetha grab the jewel and leap through the window while Catwoman evade the batarangs sexually then she drop on four and walk toward Batman sexually while she let out a soft purr.

"You amazed me, Batman. Striking a woman so many time is not good for you. Why don't we enjoy this more by seeing what's behind your mask?" said Catwoman seductively as she gave a seductive smile.

"I won't do that if I were you." warn Batman then his suit release a sudden electro discharge and zapped Catwoman when she try to remove his mask.

"MEOW! Ooh, that sting." grin Catwoman seductively. "Well there's alway next time." sigh Catwoman as she left, leaving the statue behind. Batman become puzzled then decide to forget it as he start pursuing Cheetha. Using his visor, he found Cheetha's pawprints and follow it until he found her climbing on the side of the wall. Batman fire his batgrapple and zip his way to the roof and surprised Cheetha.

"MEOW! Hisss! How did you find me?!" ask Cheetha.

"I follow your paw prints. Now hand over the diamond." said Batman.

"Try and take it from me. RARR!" roar Tigress as she jump toward Batman but an anthropomorphic tigress pounced her and they start rolling across the roof, scratching and biting each other. Batman become surprised but remain serious as the tigress broke free and let out a thunderous roar at Cheetha, knocking her back then the former land a powerful punch and she crash against the door, knocking her out cold and drop the diamond. The tigress stood up and look at Batman.

"Hi, Batman." smile **Tigra**.

"Who are you?" ask Batman in a grim voice.

"I'm Gwen 10!" smile Tigra as she morph back into Gwen. Batman was definitely surprised and moved as he almost going to reach for his batarangs.

"What in the world?!" said Batman.

"It's okay! I'm a good guy! The Young Justice have me tag along. You know, Barbara and Tim?" ask Gwen. Batman stand down and cross his arms.

"Did Batgirl and Robin told you I work alone?" ask Batman.

"Uh, no, cause I already know that. I just thought I give you a hand since you never fought Tigress before." shrugged Gwen.

"Well, you never fought her before either, correct?" ask Batman.

"Uh... Hmph, no wonder you're so grim." scoff Gwen as she cross her arms. "Anyway, if you heard about Poison Ivy and Bane's rampage, no need to worry, we took care of it."

"I know." answer Batman. Gwen starting to feel uneasy by his glare.

"O-Okay, guess I'll just go then." said Gwen as she slap the Ultimatrix core and morph into...

"**Kung Fang!** See ya!" smile Kung Fang as she flapped her wings and flew away.

"Hmm. She can transform with that watch." wonder Batman then he went and place a batcuffs on Cheetha so the Gotham Polices can pick her up.

* * *

Back at Justice HQ, Gwen was playing video-game with Wondergirl. **(A/N: They're playing Mortal Kombat vs. DC Universe on PS3)**

"So you just jump in and kicked Cheetha's butt, knowing Batman doesn't need any help?" ask Batgirl, who took her mask off.

"Yeah, and his glare creeps me out. I feel sorry about his childhood." sigh Gwen as she press the command buttons and have Sonia land a supermove on Wonder Woman (Wondergirl's character), knocking her off her feet and chipped off some of her HP.

"You know about Batman, too? Argh! I missed!" growl Wondergirl.

"Yeah, he lost his parents by a common thug. At that age, witnessing the death of his loved ones right before his eyes, it's hard for someone to get over with." said Gwen then she groan as Wondergirl caught her with the Lasso of Truth and land a right cross.

"Yeah. But even if he's loner, he's still part of the Justice League." said Batgirl as she eat some bat-shaped cookies and drink some milk.

"Hey, Gwen. How many aliens can you transform?" ask Beast Boy.

"NO! I LOST!" scream Gwen as Wondergirl won.

"Beat ya!" laugh Wondergirl.

"Okay, for your question: About 26 or so." said Gwen.

"What's your most favorite form?" ask Beast Boy. That surprised Gwen and made her feel down. She got up and walk away. Miss Martian notice her expression.

"What's wrong, Gwen?" ask Miss Martian.

"I don't...want to talk about it..." whimper Gwen.

"Gwen, something is troubling you. Please tell us."

"No!" denied Gwen as she start to have her eyes flowing with tears.

"Um... Gwen, I suggest you just tell us cause if you don't, Miss Martian might try to read your mind." suggest Superboy.

"Conner!" shout Miss Martian.

"Well, you did that to me many times whenever I'm troubled or down." said Superboy with a scoff.

"Fine... I'll tell you..." Gwen sat down and everyone gather around. Static carried a big bowl of popcorn and Wondergirl & Blue Beetle glare at him.

"What? The popcorn makes the story more interesting." said Static with a mouthful of popcorn. Unbeknownst to them, Superman, Wonderman and Batman are at the corner. They come to ask them about something but stop to hear her story.

"It's started 5 years ago, when I once wield the prototype Omnitrix. My cousin, Ben Tennyson, left home to live with my alien grandmother, Verodna Tennyson the Anodite, on Planet Anodyne, since he's the Anodite Sparks, I start traveling in space with my boyfriend, an Osmosian Hybrid named Kevin Ethan Leven, searching for alien techs to build a car. We ran into my cousin's future fiancé, Princess Looma Red-Wind, on the Planet Khoros, the home planet of four-eyed, four-armed aliens known as Tetramands then my old foe, Dr. Animo, a crazed man who's obssessed with mutating animals. After we stopped his DNA bomb, the energy wave damaged my prototype Omnitrix and activate its self-destruct system. My old friend, Tetrax Shard the Petrosapien, come to us and lead us to Planet Plant, where his wife lived and she activate the homing tracker that lock on Azmuth's location. Before we left, we got attacked by my old nemesis, Vilgax then my evil future self, Ultimo. She easily killed Vilgax then defeated me using her Gigatrix, a powerful version of the Omnitrix, which allow her to use the aliens' powers without transforming into one. We continue our battle on Planet Picciss, but she defeated me again. Azmuth, who was there at a time, deactivate the self-destruct system and unlocked my personal favorite...form...G-Grid Master..." Gwen start quivering and tears leaks from her eyes.

"Gwen?" ask Batgirl.

"Please continue, _señorita_." said Blue Beetle. "Have sympathy, will ya?!" snapped Blue Beetle and Gwen got confused.

"He sometime talked to himself." said Static.

"Continue." plead Miss Martian.

"O-Okay... ahem...Grid Master is a Gridsapien. She can download and copy any weapon data, including the Omnitrix. I overpower Ultimo and defeated her. Then I started using Grid Master many times. I loved her, like she was part of me. Then Azmuth came to me, telling me to stop using Grid Master because it might affect my DNA and make me unable to transform my other alien forms, but I refuse. Then an evil Gridsapien attack me and I used Grid Master...but...he ripped Grid Master out of my watch...and...she...DIED! I lost her! She's gone forever! I completely went berserk, transform into a To'kustar and I crushed him with my fists...50 times..." Gwen start sobbing heavily and Miss Martian place her hand on her shoulder as she share her sympathy.

"Sorry we asked." said Beast Boy.

"That's enough chitchat." said Batman, surprising everyone.

"Bruce?" ask Batgirl and Robin.

"We heard how she easily defeated Metallo, Poison Ivy, Bane and Cheetha. We want to examine her and learn every detail about her." explain Superman.

"Don't worry, we're not being suspicious of you. We want to know your background info before you become a member of Justice League." smile Wonder Woman. Gwen nodded and the Young Justice left to give them private.

"Now, what's your full name?" ask Batman as the trio sat down on the couch while Gwen remain in her seat.

"Gwendolyn Tennyson, Gwen for short and my code name is Gwen 10." answer Gwen.

"When you were born?" ask Wonder Woman.

"April, 15 1992." answer Gwen. **(A/N: I don't know when she was born and the series didn't mention the time period except the year)**

"Where do you live?" ask Superman.

"Bellwood, U.S.A. I'm from an alternate dimension." answer Gwen.

"What's your powers?" ask Batman.

"As human, I know karate, judo and kendo. With this watch, known as the Ultimatrix, I can transform into different aliens and use their special skills." answer Gwen.

"Tell us about your Ultimatrix." said Batman.

"Aside from the transformation, it can scan any alien DNA that was not in the list, such as Kryptonain & the Martian. It even has the Self-Destruct system in case it fell in the wrong hand. Every of its function are voice commanded and it can only accept my voice & its creator, Azmuth. It can hold as much DNA as it can. It also has the Evolution Function, allowing me to evolve some of my aliens into a more powerful forms."

"Show us." order Superman. Gwen stood up and activate the Ultimatrix. She select the form and slam the core.

A green sphere travel through her blood vessel as she become a green-highlighted silhouette floating in mid-air. Her cells start pulsing as she merged with an alien DNA. Her arm becomes covered in vines then her head.

"**Swampfire!** Swampfire is a Methanosapien. I can produce a flammable gas known as methan from my body. I can ignite them at will and I can also ignite them from the palm of my hands to perform many fire-based attacks. I can also control any type of plants minus the grass & I can regenerated." Swampfire then slap the Ultimatrix symbol and it grew four spikes, releasing a green energy pulse across her body, gaining brown tree-like body with blue gooey orbs.

"**Ultimate Swampfire!** This is Swampfire's evolved form. I can now produce super-hot blue liquid-like flames from my body. My clorokinesis has increased as well as my attributes and I can throw gooey bombs from my arms. However it remove my regeneration ability. The Ultimatrix also has a function called Master Control. Originally, it has a lock mode, allowing the user to stay in one form for 10 minutes or so but once the Master Control is unlocked, I can stay in my form in unlimited time and can switch forms at will without timing out. Watch." U. Swampfire slap her evolved Ultimatrix symbol and morph into...

"**Chromastone!** Chromastone is a Crystalsapien. I become durable and strong. I can absorb any type of energy and redirect it as an ultraviolet ray. I can even fly. However, I must get hurt by the energy attacks if I wasn't pay any attention." Chromastone slap the symbol and morph into...

"**Raptor!** As Raptor, I can read mind, gain telekinesis, flight and attack with my sharp talon." Raptor then morph into...

"**Sonicboom!** In this form, I can run at supersonic speed and release a powerful sonic blast from the speakers on my body or my shout." And after Gwen display all of her alien forms and her Ultimate state...

"That's all the information. Thank you." said Batman as he stood up and walk away.

"We're sorry for the loss of your favorite alien." said Wonder Woman.

"T-Thank you." said Gwen. Then Superman heard something.

"We got trouble." said Superman as he quickly fly out from the window and head to the city.

"Come with us. I like to see you in action." smile Wonder Woman.

"Really?! Thank you!" cheered Gwen.

* * *

In Metropolis, four deadly villains are attacking the city. One is a gigantic woman named **Gargantua** (I think?), the second is a clown wearing purple leather suit and has a crazy grin, named **The Joker**, the third is a robot humanoid named **Brainaic** and the fourth is a man dressed as a scarecrow named...well...**Scarecrow**.

"Bow to the Master of Fear!" shout Scarecrow as he throw a bomb and release a green gas. Everyone made contact with the gas and made them see everyone like a monster, panicking them.

"Come on, kids! Let's have some fun! HYA HA HA HA HA!" laugh Joker as he fire multiple pies and, when they hit, they exploded. Brainiac just send his robot drones to destroy the city. Gargantua just smash every buildings with her fists. Batman, Superman, Wonder Woman & Gwen view over the scene on the roof.

"We let you handle this so we can record your battle." said Batman.

"Okay! I'll handle the Scarecrow!" smile Gwen as she bring out her hoverboard and she fly down to the scene. Scarecrow start laughing evilly as everyone run in fear.

"Hey! You want fear?" ask Gwen, who cover her nose with her shirt. Scarecrow turn around and notice her.

"Huh? You're not affected?" wonder Scarecrow.

"I'll give you fear!" Gwen hold her breath than slam the Ultimatrix core.

A green sphere travel through her blood vessel as she become a green-highlight silhouette floating in mid-air. Her cells start pulsing as she merged with an alien DNA. Her body turn X-rayed and her backbone extended, her fingers grew razor-sharp nails and her legs merged together then dissolved.

"**Ghost Freak!**" hiss the Ectonurite. Scarecrow scoff and throw fear gas at Ghost Freak but it didn't effect her.

"What?!" gasped Scarecrow.

"You know what's really scary? Now you see me, now you don't." laugh Ghost Freak as she turn invisible. Scarecrow search around, in fear then he turn around and Ghost Freak appear, with her skin pulled open and reveal her deadly tentacles. "YYIIIIIIIIIIIIII!" shriek Ghost Freak a bloody shrill.

"AAAHHHHH!" scream Scarecrow as he try to run away but crash against the metal pole and knock himself out.

"Aren't I such a tease?" giggle Ghost Freak then she head toward the Joker. Knowing the Joker is a deadly prankster like Ben's Joker form, she decide to finish him in one blow. She slap her Ultimatrix symbol and morph into...

"**Frostblight!**" shout Frostblight and glare at Joker.

"Why so serious? Smile!" grin Joker then he suddenly turn into a block of ice.

"Sorry, Joker. I'm not in a 'funny' mood." said Frostblight. Then she confront Brainaic and his robot drones.

"Give up, shape shifter. You're surrounded." said Brainaic.

"Nope." said Frostblight then she slap the Ultimatrix symbol. It grew spikes, release an energy pulse across her body. She now has ice-white hair, ice-blue skin and her outfit turn red as well as her wings grew slightly larger. "**Ultimate Frostblight!**" shout the evolved form of Frostblight. Then she breathe a powerful ice breathe at all the drones, turning them into ice and shatter into pieces by impact.

"Impossible!" gasped Brainaic. Then he charge toward U. Frostblight but she side-step, then tap Brainaic with one finger. He turn instantly into a block of ice and land on the ground with a thud.

"Now with the big girl." frown U. Frostblight as Gargantua stomp toward her.

"You may defeated the others but I'm 200-feet-tall and you're just an insect!" scoff Gargantua.

"Oh really? Then I should fight you in equal term." said U. Frostblight as she slap the evolved Ultimatrix symbol and morph into...

"**Way Big!**" shout the To'kustar and Gargantua become shocked.

"What?! How...?!" stutter Gargantua.

"Come and get me, Giant Girl." grin Way Big.

She charge toward Way Big and they engage in a tug of war. They push each other back and forth then Way Big head butted Gargantua, lift her up then toss her across the city and crash against the ocean bay. She lost consciousness after she crash on the water surface. Way Big morph back into Gwen and she ride on her hover board. She flew up to Superman, Wonder Woman and Batman.

"How's that?" ask Gwen.

"Amazing! You took them out within 10 minutes!" said Superman in awe.

"You took out Scarecrow with the phantom form you called Ghost Freak, then defeated Joker, Brainaic and his machine as Frostblight then overpower Gargantua as Way Big. Impressive." said Batman with a rare smile.

"Aww, geez, thanks!" smile Gwen.

* * *

Somewhere in the wasteland, a mysterious bulked figure stare at himself in the water.

"I...can't...fight it! I'm losing...control again! Only one person...can stop me. Gwen...if we meet again... use Feed Bac- RAAAAAAGGGHHH! MORE POWERS! I MUST HAVE MORE POOOWERS!" roar the mysterious figure as his roar shatter the ground beneath him.

* * *

**Axle- I'm sorry for many things. I don't have enough info about the Young Justice so I mixing the JL's enemies here. Plus I'm bringing the Titans in the next chapters so think of it as the combination of Young Justice & Teen Titan, 'kay?**

**Gwen- Does that mean I get Herofire?**

**Axle- I ask Brt100 for permission and he said 'yes'. And FINALLY! Attea told me I'm not her type and went off with a Gordanian! Two things why am I so happy; 1- Because I got over it because she is too feisty for me and 2- I introduce my new friend, whom I created four months ago. Give it up for... KIDA STARLING!**

**Kida- Hello there! I'm Kida Starling! XD**

**Gwen, Ben, Kevin, & Looma- A Skunkian?**

**Kida- No, I'm an anthropomorphic skunk, not an alien. I only stink when I'm in love with someone.**

**Jen- Then what's that icky smell?**

**Ben- Who are you in love with?**

**Kida- This hunky hedgehog next to me. Hiya, handsome.**

**Axle- Hey. *I gave a confuse look***

**Gwen- Ew! She smell worse than me!**

**Axle- What are you complaining? I don't smell nothing.**

**Kida- OH! That make my heart start pumping! Ahhh...**

***She fainted***

**Axle- Kida? Kida, wake up!**


	47. Titan! GO! Part 1

**Chapter 47: Titans! GO! Part 1**

**Axle- Hmm! Good pizza! Here, Jen. *I gave her a pizza***

**Jen- Yummy! X3**

**Kida- Delicious! Axle, want some spaghetti?**

**Axle- Yeah!**

**Kevin- I know where this is going. It's Lady and the Tramp.**

**Ben- More like Writer and the Inventor type.**

**Gwen- Yuck! What is this white stuff I ate?!**

**Kevin- Tofu.**

**Gwen- TOFU?!**

**Ben- Oh no! Retreat! She's gonna blow! *They all fled while I remain confused. Kida wrapped her tail around my face so I can only smell her odor***

**Gwen- Oh, my stomach!**

**Disclaimer: I don't own Ben 10 characters, including Young Justice and Teen Titans characters.**

* * *

Gwen woke up from her sleep and decide to tour around the city without waking up the Young Justice. Gwen walk around for a while until a huge explosion was heard. She look ahead and saw a huge flames in the area. Emerging from flames is a giant Pterodactyle-like creature with a long, sharp tail that look too familiar.

"Ridley?! But he's a video-game character! What's going on here?!" wonder Gwen.

"RAAARR!" roar Ridley as he spew fires around, burning everything in his path.

"Hey, Gwen!" Gwen turn around and saw Robin. "Why are you standing around here instead of jumping into action?" ask Robin.

"I was completely perplexed here." answer Gwen. "He's a video-game character and-"

"That must be the work of **Control Freak**." said Robin.

"Who?" ask Gwen.

"Later, I'll call my team." Robin activate his communicator and send out a signal. Lucky for them, the team are nearby. Arriving next to Robin and Gwen are Beast Boy and the other three heroes. One is a dark-skinned teenager whose body is almost completely robotic, a orange-skinned girl with red hair, green eyes and wear purple outfit, and the last is a grey-skinned girl with black outfit and wear a hood over her face.

"Hey Gwen! These are our friend, the Tamaranian girl is **Starfire**, the Demon-Human hybrid is **Raven** and that's **Cyborg!**" smile Beast Boy.

"So this girl is a shapeshifter too?" ask Cyborg. Suddenly the Ultimatrix start flashing yellow.

"UNCATALOGGED ALIEN DNA DETECTED!" beeped the AI then flashes the yellow light on Starfire. "TAMARANIAN DNA SAMPLE ACQUIRED! SCAN COMPLETED!" chimed the AI.

"Cool! Another new form! Guess it's time to test my three new alien out. You guys handle this Control Freak while I tackle Ridley!" said Gwen as she activate her Ultimatrix and slam the core down.

A green sphere travel through her blood vessel as she become a green-highlight silhouette floating in mid-air. Her cells start pulsing as she merged with an alien DNA. Her skeleton start stretching and gain lizard-like form with jagged fangs. She now become a white lizard-like alien with exposed teeth and spikes on her shoulders.

"**Shifter!** Wait, this is what Miss Martian really look like?" wonder Shifter. Robin shrugged.

"Yes, Friend Gwen. That's what White Martian look like, Miss Martian just alter her appearance for a more suitable appearance. You should do the same." explain Starfire sweetly. Shifter nodded and morph her body into a green-skinned version of herself, without glasses, with similar uniform as Miss Martian's.

"Ahh, much better. It's HERO TIME!" shout Shifter as she took off and tackle Ridley into the building. Robin and the Titans left to find Control Freak. As Ridley recover, Shifter grab Ridley's tail and hammer toss him into the ground. He stood up and belch flames at Shifter but it went through her. "Nice try, Ridley." grin Shifter as she dash toward Ridley and ram him into the ground, knocking him out unconscious. She float up and watch as he disappear in thin air.

"Wow, that was quick. Either he's weak or I'm so strong." chuckle Shifter as she fly off to find the Teen Titans. She continue flying until someone jab her across the face and she crash & burrow through the street. She stood up and look behind her. It was Ultimo!

"Ultimo!? How did you get here?!" ask Shifter.

"G-Gwen... Please...kill me..." begged Ultimo.

"What?!" exclaim Shifter. "Hey, where's Khaos?"

"Gah...H-He's...d-dead." answer Ultimo.

"Dead? Who killed him?" ask Shifter again.

"B-Ben 10 kill him as **Ultimate Way Big**." answer Ultimo.

"Ben 10? Oh, you got teleported to an alternate dimension." said Shifter.

"I lost everything... My Magister rank, my son, my husband, everything. I even savagely killed all of my family. I'm not even worthy to wield this Gigatrix no more." sigh Ultimo.

"You-You were a Magister of the Plumbers?!" gasped Shifter.

"Yeah, they stripped my rank because they envy me and my plans for building the Gigatrix. I lost my mind. Will you kill me, for this is our final battle?" ask Ultimo.

"No! I'm not like you!" denied Shifter as she flew off to find the Titans. Ultimo hang her head down.

* * *

Shifter continue flying through the city until she found the Teen Titans, caught by a giant octopus which Shifter seen him from a _kaiju_ movie called **Monster**.

"Great, now a _kaiju_." groan Shifter. She saw a strange man standing on the building, laughing crazy. Judging by her telepathy, that's Control Freak. *_He doesn't look that tough. I'll beat him with one girl_* smirk Shifter in her thought. She land on the building and slap her Ultimatrix symbol, releasing a green light and become...

"**Stinkbomb!**" shout the Skunkian.

"Huh? Who are you?" ask Control Freak when he turn around after he heard Stinkbomb's shout.

"I'm Gwen 10 and I'm here to turn you off! Get it?" giggle Stinkbomb.

"Bah! No one can defeat Control Freak! Take this!" he charge toward Stinkbomb but skidded to stop when Stinkbomb turn around, bend down and lift her furry butt up. She shook it twice as she gave an evil grin & Control Freak got freaked out.

"Smell you later!" grin Stinkbomb as she release a powerful gas that blow Control Freak away and knock him out cold. She stand up and carry Control Freak down to the street. She whistle to the octopus.

"Hey! Loser!" shout Stinkbomb. The octopus look at her and growl as he grab her with one of his tentacle. He held her upper body with the tentacle and pull her in as he's ready to crush her.

"Gwen!" gasped Robin & Beast Boy.

"That's Gwen?!" ask Cyborg and Raven.

"She's a skunk. Ooh! Now I get it!" squeal Starfire as she pull out a lighter from Robin's pocket. Stinkbomb's stomach start growling and splashing.

"Ooh, my stomach... Uh-oh! Hey, sushi breath, you better let me go if you know what's good for you!" shout Stinkbomb and start sweating as her stomach start splashing and growling louder. "I don't remember eating tofu. Tofus make me gassy and worse in this form." moan Stinkbomb. Starfire lend back to throw the lighter.

"Uh-oh." said Beast Boy as he notice Stinkbomb's expression.

"What?" ask Robin.

"I think Gwen ate a tofu and she told me that tofu make her gassy. If that form allow her produce flammable gas from her behind, you know what that mean." said Beast Boy. Robin got wide-eyed.

"Starfire, don't!" panicked Robin but too late, she already throw the lighter at the octopus' face. Stinkbomb's stomach's splashing and growling start growing louder and louder & she moan in pain. Now she can't hold it anymore.

"GUYS! COVER YOUR NOSE! I CAN'T HOLD IT ANY LONGER!" scream Stinkbomb as she unleash a humongous flatulence with a tuba-like sound and the octopus roar in disgust then the lighter made contact and ignite it, causing a huge explosion that knock Teen Titan & Stinkbomb away and the octopus got turn into ashes. The flames subsided and Raven emerge with a black barrier protecting the others. She drop the shield and they search around for Stinkbomb.

"Ugh... That reek!" moan Robin.

"Gross." said Raven in goth tone.

"It's even worse than the time Cyborg ate Starfire's cooking." complain Beast Boy.

"Shut up!" shout Cyborg.

"Friend Gwen! Where are you?" shout Starfire as she search around.

"Over here." answer Stinkbomb. They found her sitting on the floor. Multiple tiny flatulence was heard from her butt. She gave a nervous smile as she blush in bright red. "I'm...gonna sit here until I stop farting. Heh heh." giggle Stinkbomb.

"If you get gassy by eating tofu, then why did you ate it?" ask Beast Boy.

"I was hungry and I drank a white liquid which I thought it was milk but it taste strange. When my stomach started to hurt, I realize I just ate a tofu but I don't remember eating tofu." explain Stinkbomb as she fart several times then a strong fart escape her and she blush again.

"That was my tofu soup, Gwen! I put it there for it to cool down!" shout Beast Boy angrily.

"Oops." said Stinkbomb.

"Don't worry, Friend Gwen. I'll make some Tamaranian food that will make your tummy feel better." smile Starfire.

"NO! YOU'LL MAKE IT WORSE!" exclaim Cyborg, Beast Boy and Robin.

"Come on. Let's take her back to our base." said Raven.

"No. Just take me someplace where there's no people so I can fart without holding back. That way, my fart problem will wear off & I can turn back into my normal self." suggest Stinkbomb. The Teen Titan carry her to the solitary area because if she walk, she'll fart. Once they set her down, Robin said to her they'll come back in 4 hours to check on her.

During 2 hours, she's been releasing huge farts and she sigh in relieve.

"Oh man, here comes a big one." grunt Stinkbomb as she release another fart, a five-second fart. "Whew!"

"Don't tell me you just ate a tofu, did you?" ask Ultimo as she appear in front of her.

"EEK!" yelped Stinkbomb and she release a powerful fart that melted a steel pipe that was behind her. "Ultimo, don't do that!" growl Stinkbomb.

"When will you decide to kill me? I have nothing left in my life and I'm a vicious killer!" said Ultimo.

"Never! I will...ugh...never kill you! That will break the hero rule!" frown Stinkbomb while farting.

"Argh! I'm only asking you since Jen failed to kill me and left me to carry this heavy suffering!" explain Ultimo.

"Jen?! What are you talking about?" ask Stinkbomb as she stand up and hold her butt-cheeks together to silent her farts, though the SBD fart pass through.

"*sigh* Khaos & I fell into an alternate dimension where Ben found the Omnitrix instead of you, you have the Anodite Spark but weaker than Ben or Sunny & has a twin sister named Jen Heather Tennyson, your niece's counterpart. We attack them, cause we mistook them for you guys. After gather enough info, we discover there was an Master Anodite so we destroy the Plumbers' HQ to call their attention. It worked and I confront the Alien Force and Jen's future self, who was brought by Prof. Paradox. Then Ben killed Khaos and I lost it. I start pummeling everyone until Jen transform into Master Anodite and overpowered me. I snapped and try to erase them with my time ray but they counter with Clockwork's time rays and teleported me to this dimension." explain Ultimo. Stinkbomb let go of her butt-cheeks and shake her booty rapidly. Her farting effect has worn off.

"Good, I stop farting. Listen, Ultimo. I understand where are you going with this but killing you, that I am not going to do. Now good-bye." Stinkbomb slap her Ultimatrix and morph into Shifter then fly back to the Young Justice's base at supersonic speed. Ultimo sigh again and gaze at her chest.

"Gigatrix, any alternative way to remove you?" ask Ultimo.

"NEGATIVE. ONLY YOUR DEATH CAN REMOVE THIS DEVICE. BUT IS IT WISE TO END YOUR LIFE? WHY NOT TRAVEL BACK IN TIME AND UNDO THE DAMAGES?" ask the Gigatrix.

"Because that Gwen will give me as second chance. If she kill me and accept my offer to keep you, she will have a wonderful future." answer Ultimo.

"THEN ATTACK HER FRIENDS, BUT NOT KILLING, AND FORCE HER TO KILL YOU. USE NIGHTMARE AND MAKE HER THINK YOU JUST LIED AND KILL ALL OF THEM." suggest the Gigatrix.

"Okay. I hope it's not too late. Kevin is losing control in matter of seconds." said Ultimo.

* * *

When Shifter arrive at the tower, she morph back into Gwen and walk to the living room, where the Young Justice are. Kid Flash was snickering and Gwen frown.

"So what, everybody farts!" shout Gwen.

"But yours was even worse and you kill the octopus with your fart too! HA HA HA!" laugh Kid Flash then Bumblebee slam the book on his head. "OW!"

"Shut up, Kid Flash!" growl Bumblebee.

"Listen Gwen, the rest of us, except Robin and Beast Boy, will be heading to Superman's Kryptonian city to assist the Justice League of stopping General Zod, so you are going with the Teen Titans to protect Jump City, okay?" explain Batgirl.

"Okay. Tell Superman and **Supergirl** I said 'Hi'!" smile Gwen. After they left, the Teen Titans, with Gwen 10, head to the Titan Tower, a base builded to watch Jump City. When they enter the tower, Cyborg took the running start and hugged his couch.

"AAH! Home sweet home!" said Cyborg as he continue to hug his couch.

"Hey, Raven. What do you do when you're not studying your spell book?" ask Gwen.

"Listen to music." answer Raven.

"Do you like the new song called Lullaby by Nickleback?" ask Gwen.

"Do I! YES!" squeal Raven then suddenly the couch and Cyborg exploded in flames & Cyborg jump out with his butt on fire.

"YAAAAAAHHH!" scream Cyborg as he run around the room then dumb his butt on the bathtub and the water start sizzling as he sigh in relieve.

"Oops." said Raven in her emo state again.

"What just happen?" ask Gwen.

"Friend Raven cannot show happiness because it cause her powers to lose control." said Starfire.

"Oh, a side-effect of being Demon hybrid, right?" ask Gwen. Raven nodded sadly. Cyborg return and gaze at his now ruined couch. He fell on his knees and hug his couch while tears stream down from his eyes.

"Waah! My couch! My baby, how can I fix you now!" cried Cyborg.

"Oooh! That poor couch!" said Starfire as she start crying too, and the rest just sweatdropped.

"Seriously? **(-_-')**" ask the trio.

* * *

It was hero time as multiple dangers appear in Jump City. I'll go one at the time every day. First one is the episode I really love because it was so funny.

Somewhere in the basement, an anthropomorphic moth was tinkering in his lab and he gaze at the horde of mutant moths.

"Soon, my children, soon the world will feel the wrath of **KILLER MOTH!** HA HA HA HA HA!" laugh Killer Moth.

"DDDDDAAAAAADDDDDDDDDDDDDDDDDDDDDYYYYYYYY!" scream a teenager voice coming from the bedroom on the second floor of Killer Moth's house. Killer Moth quickly ran up the stairs and ram through the door, shattering it apart. He start panting as he found the teenager girl on her bed.

"Daddy is working, **Kitten**. Can't this wait until-"

"No! He dumped me! My stupid ex-boyfriend, Fang, dumped me and refuse to go with me to the Prom Night!" snapped Kitten as she stomp around her room, throwing things and ripping some of her hair off. "WAAAAAAHHHH!" cried Kitten as she toss herself on her bed. Killer Moth sat near his human daughter and slowly place his hand on her back and pat her twice.

"There, there, Kitten. You'll get another boyfriend next time." said Killer Moth. **(A/N: It's hard for Killer Moth to be both father and super villain at the same time.)**

"NO! MY PROM IS TOMORROW AND I CAN'T GET A NEW BOYFRIEND NOW, SO _YOU_ HAVE TO FIND HIM FOR ME!" roar Kitten as her head grew bigger with jagged teeth and Killer Moth shrink to a size of moth as he was scared of his daughter's temper. He stood up and point his finger at her.

"Now Kitten, be reasonable! You can't expect me to-"

"I want a new boyfriend and not just any boyfriend. I want someone popular, someone awesome and cool, someone all the girls will never get, someone who will drive every girls into jealousy! I want..."

* * *

In the street of Jump City at night, Robin drive his Robin-cycle through the street, with Cyborg & Raven in the C-Car, and Beast Boy as a vulture, Starfire & Gwen as **Enernite** flying through the sky. Then Robin pull his communicator out.

"Range to target!" shout Robin.

"500 and closing-"

"There he is!" said Starfire, interrupting Cyborg.

"Correction. There _it_ is." said Raven. They stop at the jewelry store where a teenager with a humongous spider as his head was stealing the jewelry and bracelets.

"Hold it right there!" shout Enernite.

"Make me." said the spiderman as he pull out a gun. They spread out as he fire a powerful energy blast across the street. He jump high up using his spider legs then he leap from the rooftop and wall crawl across the buildings at high-speed. The Titans gave chase. Enernite start firing mana bolts at the spiderman but she missed. Robin press the trigger and fire lasers at the spiderman but he evade it again. Cyborg drove up and fire a missile. He jump away and the missile missed. He turn around and spew webbing at BB Vulture, slamming him against the wall and he got trapped. He morph back to his normal form.

"Eww, super icky goo! UGH! X(" groan Beast Boy. Starfire & Enernite continue the chase and the latter grab the spiderman with her mana and slam him against the building but he recover and spew webbing at duo but they evade it as quick as they can.

Cyborg & Robin continue driving through the street, trying to catch him but he spew a huge webbing that create a wall of webs, but thanks to Raven, who levitated the road to shift it upward, Cyborg & Robin went over the webs and resume chase. The spiderman continue firing webbing at Robin but he evade it except for Cyborg, who got his windshield covered in webs.

"I can't see!" grunt Cyborg as he hit the brake and stop the car. The spiderman spews webs on Enernite and Starfire. Starfire broke free but Enernite got struck so she slap her Ultimatrix symbol and morph into...

"**Ghost Freak!**" said the Ectonurite and phase through the webbing.

Robin pull out his Robin-grapple and lasso the spiderman but his strength was great that he pull Robin along and he hang on to the cable to not lose him.

"I have enough!" growl the spiderman as he turn around and fire a purple energy ray from his fangs and struck Robin, leaving him frozen and unable to move except his mouth. He start falling but Starfire and Ghost Freak caught him.

"Robin! Are you okay?" ask Starfire.

"Do I look fine?" ask Robin through his gritted teeth.

"The venom is only temporary. He'll be alright." said Cyborg as he check Robin's pulse.

"He's...getting away... We have to go...after him!" grunt Robin.

"You mean _we_ go after him." said Raven.

"You need to chill until that stuff wear off." smile Ghost Freak as she morph back into Gwen.

"But-"

"Dude, the guy has a spider for a head. He's not that hard to miss." remind Beast Boy.

* * *

Back at the Titan Tower, Starfire hold Robin upside down and start shaking him up and down slowly then she start stretching his legs, twist his hips then vibrate his whole body. Soon, Robin can move again.

"Better?" ask Starfire.

"Ack!... Yeah, better. Thanks, Starfire." said Robin.

"I welcome you! There is no problems that Tamaranian cannot solve." smile Starfire before putting Robin on his feet. He pull out his communicator.

"Titan, any luck with the spider?" ask Robin.

"No, we found something worse." said Raven. The screen switch to their point of view and show they are standing near the bridge where a swarm of vicious moths appear. They swarm around the bridge's support beams and they devour it! The cable snapped and slam against the car and the bridge shook a bit. The swarm continue devouring the cables, causing the bridge to lose support. One of them almost hit them.

"Titan! Go!" shout Cyborg as Beast Boy morph into a Pteranodon and flew up. Gwen slam the Ultimatrix core and morph into **Enernite** again then she and Raven start chanting the spells and gave Cyborg a levitating disk.

"Thanks for the lift!" said Cyborg as he fly his way up.

"Let's go, Raven." smile Enernite as she morph into...

"**Battlefly!**" shout the Monarchian then start twirling her arms at high-speed and blast the swarm with a tornado. Cyborg blasted the moths then use his finger to fix the beam. Battlefly jab the moths away from BB Pteranodon.

"Beast Boy! Can you mimic my form?" ask Battlefly.

"Yeah, give me a sec." BB Pteranodon start concentrating then he morph into a green version of Battlefly. Then they team up to attack the moths. Raven chant a spell and blast the moths away. Cyborg finished fixing the cable then blast all the moths away. Then he land on the ground. "BOOO YAAAH!" grin Cyborg.

"Wow, this dimension is so AWESOME! I get to fight robots, monsters, meta-humans and all that stuffs! In my world, I only fight aliens or mutated monsters." smile Battlefly. Then they all got wide-eyed as a humongous cloud of moths appear.

"Uhh...we're gonna need back-up." said Cyborg. Battlefly morph into Enernite again then teleported back to Titan Tower.

* * *

"We're on our way!" said Robin as he and Starfire run toward Enernite, who arrive to teleport them to the bridge until Killer Moth appear in a monitor.

"Don't bother,even if you defeat a few of my children, you won't stop me from releasing a whole swarm!" grin Killer Moth as he show the swarms behind him

"Ah, a monster moth?!" ask Enernite.

"Unless you want the city turn into a wasteland, you must do exactly as I say." said Killer Moth.

"Man, that's so lame." moan Enernite.

"What do you want?" ask Robin.

"I demanded a simple. The city will declare me ruler, the Teen Titans surrender and Robin... will take this...lovely lady to her Junior Prom." said Killer Moth as he felt embarrassed. Then a corner box appear and show the image of Kitten, surprising her father.

"HI, ROBBIE POOH!" squeal Kitten and Robin's eyes grew wider then a coconut with one eyebrow down and his right eye start twitching.

"Um... What was that last part again?" ask Robin. Enernite got really confused and dumbfounded.

"Huh?!" ask Enernite.

"Robin, who is this girl? And why did she call you 'pooh." ask Starfire, who doesn't understand that pet name and Robin got so tensed that he melted into a puddle of clay. Anime style, ahem.

"Her name is Kitten and you will take her to PROM!" growl Killer Moth, wanting to get over with this. Starfire fly up to the monitor.

"This Prom is some kind of duel, yes? ***Starfire took her glove off then slap across Kitten's cheek*** Then he's legally accept." scoff Starfire as she toss her glove down. **(A/N: She actually slapped Kitten, when she's not even there! She's in the monitor! O_o?!)**

"She doesn't know what Prom Night means, right?" ask Enernite. Robin grab Starfire's glove, which land on his face after she "slapped" Kitten, and hold in his hand.

"It's not a duel, Star, it's...a date." said Robin slowly.

"AAAAAHHHHH! HE DOES NOT ACCEPT, YOU HEAR ME!" scream Starfire and Robin knew she will overreact. Enernite realize they remained her of Ben & Looma, when Jennifer Nocturne kissed Ben in front of public.

"Uh...Can you excuse us for a bit?" ask Robin as he dragged Starfire by her foot to the other room while Enernite remain in her place

"Hi, I'm new to the team. So, you're Killer Moth... Are you a moth hybrid?" ask Enernite.

"You can say that." said Killer Moth as he and Kitten wait for Robin's answer.

"I have a butterfly form!" smile Enernite.

"Sorry, I detest our cousin." said Killer Moth.

* * *

In the other room...

"THERE IS NO WAY YOU'RE DATING THIS WITCH! IF YOU THINK..." As Starfire continue arguing, pacing left and right while spewing fire, head ejecting steams and her eyes glowed green, Robin pull out his communicator.

"Guys, report. How bad is it?" ask Robin.

"Bad! Can't hold them off much longer!" answer Cyborg as he struggle to fight off the moths while BB Tiger start biting the moths. "If you're gonna do something, do it quick!" shout Cyborg. Robin turn off his comm.

"AND EVEN YOU CONSIDER THE DISTASTE OF-"

"I have to do it." said Robin.

"WHHHHHHHHHHHHAAAAAAAAAAAAATTTTTTTTTTT!" scream Starfire as a blast of wind was produce and blew Robin's face.

"It's the only way to save the bridge and stop Killer Moth." said Robin as he fix his hair.

"But-But-But..." stutter Starfire.

"I have to, Starfire. No matter how much I don't want to." sigh Robin as he exit the room. "And I _really_ don't want to."

"Then Batman foiled my plan yet again." explain Killer Moth about his past encounter with Batman.

"Wow! You supervillain guys are something. No matter how much you lose, you never give up." said Enernite, who is eating popcorn as well as Kitten.

"Yeah, that's our motto: 'Never give up.' Ah, Robin. Do we have a deal?" ask Killer Moth.

"I'll take the girl to her Prom." said Robin.

"Don't tell me, ask _her_." said Killer Moth.

"You gotta be-"

"DO IT!" roar Killer Moth. Robin hang his head down then took a deep breath.

"K-Kitten, is it?" ask Robin. Kitten turn into an anthropomorphic not-furry type cat then return to normal.

"Meow! X3" chimed Kitten.

"Right... W-Will you...go with me to the Prom?" ask Robin nervously. Starfire growl angrily then her body ignited completely in flame until she become a burned matchstick with two glowing green eyes.

"*Fake Gasp* Oh Robbie Pooh! I thought you never ask!" squeal Kitten. Enernite quickly teleported back to the bridge and saw BB Gorilla got surrounded on the tower of the bridge.

"Here I come!" Enernite slap her Ultimatrix symbol and morph into...

"**Tigra!** RAAAAAAAGHHH!" roar Tigra and blast the moths away then climb her way up to the top and roundhouse kick the moths away from BB Gorilla as he bash all of them away. Then they both roar at the moths. Another swarms devoured a balance beam and it snapped. Raven saw it and quickly chant the spell and grab it with her powers before it struck Cyborg.

"There's too many! We're not gonna-" before he finished, the swarms retreated. "Make it?" Tigra and BB Gorilla jump their way down and morph back to their normal form.

"Uh... what just happen?" ask Beast Boy.

"Ask Robin." said Gwen. Raven pull out her communicator then the trio rush in behind her to see. Raven frown as she feel uncomfortable.

"_I bought you some times! It's Killer Moth, he's controlling these mutant insects. I want you and Gwen to find him and stop him. Start your search with her._" said Robin as he display the image of Kitten.

"Who is she?" ask Raven.

"_She is a manipulative, ugly creature, not worthy of Robin's time!_" answer Starfire in a scoff.

"_Name's Kitten. She got some kind of connection with Killer Moth. Find that connection and you'll find him._" answer Robin. "_Starfire will join you with the search_."

"_Hmph!_" scoff Starfire as steams eject from her nostles.

"Hey, what about you? We gonna need your help too, y'know?" ask BB Boy.

"I can't. I have a date..." answer Robin in disappointment.

*?* Everyone, except Gwen, got very confused about that answer.

* * *

At the dock, where the Junior Prom was held on the cruise ship, Robin arrive with his Robin-cycle. He's wearing a tuxedo but he still wear his mask. He look around and can't find Kitten.

"Ugh, I really wish she doesn't show." sigh Robin as he find the tuxedo uncomfortable. Then someone tapped his shoulder. Robin gritted his teeth, thinking it was Kitten. He turn around and saw it was not Kitten but Starfire. She wore a beautiful purple glittering dress with white long gloves and purple heels. Her green eyes sparkle by the moonlight.

"Starfire?!" ask Robin.

"On such occasion, I believe it was customary to wear a dead plant." smile Starfire as she place a white rose on Robin's suit.

"Star, you're suppose to helping the others to track down Killer Moth." said Robin.

"Your order was to investigate the girl. I intended to investigate her thoroughly. Beside, Friend Gwen is a one-woman army." Starfire explained. "And you require saving. For instant, Kitten is probably a what Gwen called a DNAlien in disguise. She said they are very ugly so maybe she's ugly as a monster." Then they heard a horn and saw a pink limo arrive. Stepping out of the limo is Kitten, wearing pink dress with white rose on her right chest..

"Yoohoo, Robbie Pooh! Your kitten is here! Meow!" grin Kitten and Starfire & Robin got...well, this face. **(O_o)**

""Second thought. Maybe I will need saving." said Robin as he walk toward Kitten. She swung her arms open and squeal.

"OH ROBIN! MY DATE! ROBIN, DON'T YOU LOOK HANDSOME!" shout Kitten as she hold Robin's chin and shook it. "Complement me of my dress." whisper Kitten with an evil grin.

"No." said Robin.

"Do it! Or else!" growl Kitten.

"Nice...dress." said Robin in annoyance.

"*Fake gasp* OH, ROBIN! YOU'RE SUCH A GENTLEMAN! NOT AT ALL LIKE MY WORTHLESS EX-BOYFRIEND, FANG!" shout Kitten at the top of her lung so every teenagers can hear. Then she place her left fist on her hip. "Now hold my arm and lead me in." said Kitten and Robin did.

"Will it kill you to smile?!" hiss Kitten. Robin then force himself to smile, with his eyes twitching.

"Maybe." said Robin through his gritted teeth as he lead Kitten to the boat. Starfire watch as they walk to the cruise. She was gritting her teeth very hard that it start to release sparks and her eyes glowed green and emitted steams.

"GRRRRR!" growl Starfire as she lift her fist then ram it against Kitten's limo, greatly dented the hood and cause its backside to vault up then crash back down into pieces.

Few hours later, every teens are dancing while Robin remain in seat, with his arms and legs crossed and rock back and forth on his seat while Kitten is getting bore of waiting.

"Ask me to dance!" whisper Kitten.

"I don't dance." answer Robin bitterly.

"Come on, Robbie Pooh. You mean you never dance before?" ask Kitten as she try to pull Robin but he remain seated like a stone.

"Tried it once, didn't work out." said Robin, admitting himself.

"Fine! ***She took out her cellphone and ready herself to dial*** Then I'll have the city destroyed or we should skip to the _kissing_!" grin Kitten seductively and Robin gave a narrow, defeated stare.

"Wanna dance?" ask Robin, defeated. "GYAAAH!" yelped Robin as Kitten grab his hand and dragged him out of his chair.

"OH ROBIN! OF COURSE I LOVE TO DANCE WITH YOU! HA HA HA!" shout Kitten again and Robin try to tell her to be quiet cause he doesn't wanna call attention but failed. **(A/N: Nasty little bragger, isn't she?)**

Starfire remain dumbstruck and shocked that her dropped jaws slipped out of her mouth and fell in the punch, causing it to sizzle. Then her eyes glowed brightly green and the spoon she's holding start glowing red. She start cringing and trembling in rage while the punch suddenly start bubbling and foaming by her loose lips.

"Um...can we have a punch?" ask a teen. She quickly glare at the teens with a death glare then a faint line travel across her mouth then she tear open a new mouth, filled with jagged fangs then she gave a dinosaur roar at the teens

Robin and Kitten continue dancing around the party until the music finished.

"Okay, we're finished." said Robin with relieve. But a new music start playing.

"Ooh, goodie! Slow dance!" grinned Kitten with a psycho gaze as she quickly grab Robin and pull him back. Then they start slow dancing, much to Robin's dismay.

"From now on, Robbie Pooh, this will be _our_ song!" said Kitten as she rest her head on his chest. Robin got freaked out and quickly grab his communicator and quietly call his team.

"Please tell me you found Killer Moth, guys!" whisper Robin.

* * *

"Not yet, but we track down your girlfriend's home address." said Cyborg as Beast Boy, Raven & Gwen search around Kitten's house.

"_Finally!_" growl Robin and Beast Boy got spooked by Robin's silent shout and knock against the horse statue. Its eyes glowed red and a secret stair appear.

"Whoa!" said Beast Boy.

"Well, that's not suspicious." said Raven.

"Okay, be ready!" warn Gwen as she activate the Ultimatrix and slam the core. Instead of bright light, the Ultimatrix turn into energy like form then spread across her. Her clothes were replaced with a Tamaranian uniform with the Ultimatrix symbol on her chest. Her skin turn orange, her hair become dark red and her sclera become pale green. "**Herofire!**" the Tamaranian warrior shout quietly. They went down the stair and into the basement. They carefully search around the area until Herofire found a string. She yank it and turn on the light then the whole room light up and the walls are filled with blue eyes and buzzing sounds. They all got wide-eyed then they all hold up their communicators and said in unison.

"Found him." said the team with a narrow look.

"Yes, you found me... But you will soon wish you haven't!" hiss the voice of Killer Moth. Herofire quickly look up and thrust her hands to fire a green energy bolt as Killer Moth jump down and lunged at the Wielder of the Ultimatrix.

* * *

Robin lost contacted but he manage to catch the last message. Then Kitten gaze at Robin with a loving, and evil, smile.

"Kiss me." she said as she pucker up her lips.

"Sorry. I don't like you that way, better the fact, I just don't like you." grin Robin.

"YES!" Starfire fist pump.

"WHHHHAAATTT?!" boomed Kitten.

"Killer Moth is been taken down as we speak. I have recruited a new member who is a one-man army, who have taken down even a massive giant. We're done here." smile Robin as he walk away.

"NO, WE ARE NOT!" snapped Kitten as she ripped the rose off then reveal a switch. "Daddy is not calling the shot tonight, Robbie Pooh! I AM!" Robin got wide-eyed in shock.

"'Daddy'?!" said Robin.

"Unless you want me to unleashed these nasty bugs for a late night snack, you better pucker up!" grin Kitten evilly and Starfire remain shocked and felt like her life just shatter like glass.

"Mwah mwah mwah! Mmmm mwah mwah mwah!" Kitten try to pull Robin closer to kiss him while he struggle to move his face away but her grip is too strong. Then he place his finger on her lips.

"Not even if you pay me." said Robin as he snatch the switch off her hand. Kitten counter and they engage in a tug of war, trying to take the switch from each other. She lost grip and fell backward but, due of his reaction in the tug of war, he accidently caught her by her waist, like he's gonna sweep her feet off. Then she saw someone that made her gasped in awe and her teeth became fangs.

"Fang!" gasped Kitten. Robin look and become extremely shocked to see who is her ex really is. It's the spiderman!

"That's your ex-boyfriend!?" exclaim Robin as Kitten snatch the switch off his hand.

"Get your hands off my girl!" growl Fang as he use his spider legs to walk over the teens. Robin quickly let go of Kitten and drop in defense stance while Kitten hit the floor with a yelp. Fang smack Robin away with his spider leg than Fang got blasted by a green energy bolt.

"Keep your legs off my boy!" shout Starfire. Robin stood up. "Robin, are you injured?"

"Best I felt all day." answer Robin as he remove his tuxedo and back in his costume. **(A/N: Sherlock Holmes style. XD)**

"FANGY POOH! You really do care!" squeal Kitten.

"Let's never fight again, baby." said Fang as he show her all the bracelets, rings, necklaces and earrings he stole earlier.

"OH, FANG!" Kitten hugged him then they share a deep passion kiss. O_O

"You know, you two make a really _bad_ couple." grin Robin.

"GRAAH!" growl Fang as he charge toward Robin.

* * *

Meanwhile at Killer Moth's lair, the teams are struggling to fight Killer Moth. Herofire can't use her eye laser or anything because she might shatter the tanks so she slap the Ultimatrix symbol and morph into...

"**Overflow!**" shout the Aquanite then she spray water cannon at Killer Moth but he evade it then jump on Cyborg's head and vanished. They search around then Killer Moth pounce at Raven but she jump away and toss books at him but he slash them apart, land on the ceiling and grab Raven's shoulders but he got blasted down by Cyborg's sonic cannon. BB Wolf charge toward Killer Moth but he grab him and throw him at Cyborg & Raven. Then a green light flashed behind Killer Moth and a tornado blast Killer Moth against the wall. He look behind him and growl.

"Let's get CHAOTIC! Where have I heard that before?" wonder **Battlefly** as she just randomly said that word. It's possible that Ultimo must've share her memory with Gwen's every day. Now she has the memory when Giga Ultimo battle Master Anodite Jen. Killer Moth interrupted her thought and slam her against the ground but Battlefly spring kick him up against the ceiling but he recover and scale on the ceiling. Battlefly jump up and scale on the ceiling also. They start battling each other upside down.

"Uhhh... For a crazy guy who live in a basement, he's pretty tough." comment Beast Boy.

* * *

Back at the cruise ship, Fang spew a huge webbing at Robin. He evade it but Starfire got hit and went flying then Robin quickly evade the paralyze ray. A couple walk by and unaware of what's happen that they got hit by Fang's attack and they got paralyzed. Fang and Robin continue clashing each other, blocking every blows until Robin grab four of his spider legs and enter a tug of war. Then Fang got wide-eyed as Robin swing him overhead and toss overboard. He look down and got surprised as Fang wall-crawl back up and spew webs at him. Robin jump back and drop in defense stance as Fang set foot on the ship again. He jump up and start spinning his legs like a helicopter blades. Robin, using his right fist, quickly counter all of his strikes then he double drop kick at Robin but he missed then Fang move in close and start throwing his fists and kicks while Robin fight back. Then they took the battle on the tightrope above. Robin move forward, swing through the wires as he evade Fangs' webbing then land a thrust kick and smack Fang down & crash on the table. Robin drop down to land the final blow but Fang caught him with his spider legs then toss him away. He resume his attacks as Boy Wonder & the meta-human continue their battle.

"Ooh! Isn't romantic? They're fighting over for me!" squeal Kitten as Starfire ripped the web gunk off her face and heard what Kitten just said.

"They are NOT fighting over you!" snapped Starfire then both of them enter a cat fight, bashing each other across the buffet table then Starfire try to grab the switch. Kitten slam a cream pie on her face and pin her down. The cream started bubbling and two energy ray fired from her eyes, blasting the cream off. She glare at Kitten and gave a wild cat roar. Kitten become frighten then Starfire grab her and threw her across the table. She lung at Kitten but she caught her with her feet and dunk her face into the bowl of juice. Then she pressure her hands against her head, intending to drown her. Starfire quickly glare and amp up her eyes. She wrapped her legs around Kitten's waist then slam her against the chocolate cake, head first. She shot up and gasped for air.

"YOU. RUINED. MY. DRESS!" roar Kitten as she press the button. Starfire gasped.

* * *

Back at Killer Moth's lair...

"Okay, start talking!" said Cyborg as Battlefly hold him with her vines. "How do you control..." The alarm blurred and all the tanks open up. The moths are released. "...the moths."

"RUN!" said Beast Boy as he headed for the exit but Raven seal it shout.

"We can't let them escape. Cover all exit." said Raven as her eyes glowed white. Beast Boy jump and morph into a jellyfish and blocked the narrow vent. The swarms went to other direction but all the opening were seal off by Raven. They all prepare themselves for the worst.

"Okay... Time to go ULTIMATE!" Battlefly slap her Ultimatrix symbol and grew four spikes, releasing a green pulse of energy across her body. Her body becomes covered in runes, her wings grew larger and turn orange with black spots. "**Ultimate Battlefly!**" shout the Ultim Monarchain.

"What the?!" gasped Killer Moth.

"RRAAAAAGGHHH!" U. Battlefly unleashed a black tornado around them, spinning the swarms around, even Killer Moth.

* * *

Robin land a side kick and smack Fangs' face. He stagger back and glare at Robin then he slowly lost consciousness and fell on his back, smashing the table. Kitten gave a domestic cat roar and charge toward Starfire to attack but she sidestep and fire her energy bolt, zapping the switch off her hand and roll into Robin's foot. He step on it and stare at Kitten.

"Consider yourself 'dumped." said Robin as he smash the switch with his foot.

"NNNNNNNNNNNNNNNNOOOOOOOOOOOOOOOOOO!" scream Kitten.

* * *

As the swarms recover and surround them again...

"You want pain then you got it!" hissed U. Battlefly as she lift her fists, with vipers wrapped around her arms. Then suddenly they are transformed into grub-like insect. They crawl around them as the teams become confused.

"O-kay." said U. Battlefly.

* * *

The police has arrive and took Fangs in cuffs, both on his hands and spider legs, and bring him to the armored truck. He look up and saw Killer Moth, pinned on the wall with cuffs and behind glass. They both got wide-eyed of seeing each other than they groan deeply.

"Nobody dumped Kitten! Nobody! You're gonna pay, Robbie Pooh! YOU GONNA PAYYYY!" scream Kitten as the police put her in the armor truck with Killer Moth and Fangs & drove off.

"So, no second date?" ask Cyborg and Gwen chuckle a bit.

"You know, I don't think nobody is going to mutating them. These guys make great pets." smile Beast Boy as he tickle the larva.

"Don't even think about it." said Raven in disgust.

"Hey, I know the cutest baby alien of all. The Necorfiggian are so adorable with these chibi eyes and cute, innocent purr." said Gwen with a smile.

"Where're you going to find that baby?" ask Raven.

"My cousin Ben has the Necrofiggain form named Big Chill and once, he gave birth 14 baby Big Chill." smile Gwen and the Titans gave her a gross-out expression. "Oh, it's because Big Chill is genderless so they asexually reproduce by spewing blue gunk out of their mouth." Robin saw the frozen couple and went to them as the police are carrying them to a safe location.

"Okay, uh, sorry, we really ruined your prom." stutter Robin.

"You kiddin'? This is the best prom ever!" exclaim the teen.

"Yeah! Even though I still can't move my legs!" chimed his girlfriend.

"Yeah... That will wear off." said Robin as he wave good-bye.

"_And now!_" shout the announcer, which spooked Robin and Starfire & they drop in defense stance as the spotlights shine on them. "_The moment you all been waiting for! The King and Queen of this year's Prom: Robin and Starfire!_"

"I guess another dance won't kill me." smile Robin as he and Starfire start dancing. Cyborg, Beast Boy, Raven and Gwen watch as they dance. Gwen smile deeply then she remember Kevin. She look up at the sky and gaze at the full moon.

"Oh, Kevin. Where are you?" mutter Gwen as she was worried about Kevin's condition as Ultimate Kevin.

In the sky, floating in the air is Ultimo, in **Battlefly **form. She smile deeply.

"You grown strong, Gwen. I'll wait until you are strong enough to withstand my Giga form so we can finally ended my nightmare. Until then, enjoy yourself. I'll stall Kevin by giving him energy to feed for him to gain control of his mind." whisper Ultimo as she fly off.

* * *

**Gwen- Phew!**

**Axle- EW! GROSS! *I grab four can of clear-odor spray and spray the whole room then spray some at Gwen's rear***

**Kida- Listen, girl. I build this special pills which will relieve your farting problem in 5 seconds.**

**Gwen- Really?**

**Axle- Did you test it to be sure?**

**Kida- Of course! I test it on myself when I ate a Mega-size burritos with chili sauce and I got super-gassy that my fart destroy a whole snackshop. X3**

**Ben & Kevin- I don't believe it!**

**Gwen- I'll take it! *She grab the pills and keep it in her pocket***

**Jen- Send in reviews, please? Pleasepleasepleasepleasepleaseplease PLEEEEEASSSSEEE! *Making puppy face***

**Looma- Yeah, the only reviews we get is just Jake and Lydia's reviews. Some support, hmph!**

**Axle- Herofire belong to Btr100. Thanks for the aliens, Rush and, I quote, PEACE! And sorry for taking Jen 10's quote, Jake. It kinda stuck to me, like Tigra, who got carried away of using Rath's 'Let me tell you something' quote. **

**Note: Since Gwen has her poverty, whatever that word spell, Herofire has already in the same state as Starfire. Unlike all alien forms, when Gwen become Shifter, Herofire or the new Kryptonian form, she remain in her human form and gain alien powers as well as altered the appearance's color.**


	48. Titan! GO! Part 2

**Chapter 48: Titans! GO! Part 2**

**Axle- And we're back with part 2.**

**Kida- BOOO YAAHH! *Kida is wearing a dublicate armor of Cyborg.***

**Axle- Ha ha ha!**

**Gwen- She is so funny!**

**Jen- And stinky too. Time for a bath! *Jen pull out a sponge and soap***

**Kida- Uh... what are you doing with that soap?**

**Jen- Time for the little skunk kitty to take a bath!**

**Kida- EEK!**

**Axle- ? *I just watch little Jen chase after Kida.***

**Disclaimer: I don't own Ben 10, Young Justice, or Teen Titans**

* * *

In the next morning, Beast Boy was downloading a new video-game and burn it into his CD-R disc.

"Yes! I finally downloaded my new video-game! HA HA HA HA!" laugh Beast Boy **(A/N: I forgot the name of his game but it got something to do with monkey.)**

"Now to play! I just need to install it on the compter and there." Beast Boy went to the Briefing Room and insert the disc in the slot but the computer does not accept video-game disc. Beast Boy moan in disappoint then try to install it on his friend's computer but Robin, Starfire, Raven or Gwen doesn't have any computers in their room. Then BB Boy snapped his finger as he got an idea then sneak into Cyborg's room. He found a big computer so he try to install it but it won't enter.

"Come on...Come ON!" grunt Beast Boy as he force the disc into the slot. Then the computer let out a short sparks. Think he must've broke it, he quickly try to leave but Cyborg was waiting on the other side of his door.

"YIPE! Cyborg, what are you doing here?" ask Beast Boy nervously.

"It's my room. What are _you_ doing here?" ask Cyborg.

"I, uh, I was...practicing my nose whistle!" lied Beast Boy as he put his fingers on one of his nostril and blow his nose, making a faint whistling sound. Cyborg stares at Beast Boy then enter his room.

"You better be. I don't want you to mess with my computer." said Cyborg as he walk toward the computer then turn right and start typing the device on the wall. Beast Boy got confused.

"Wait, _that's_ your computer?" ask BB Boy.

"Yep." said Cyborg.

"Then what's that?" ask Beast Boy as he point at the device he thought it was computer.

"That's my recharging station, which reminds me, I need to recharge." said Cyborg as he grab a plug. Beast Boy knew the disc he jammed in has mess up the recharging system.

"Wait! Cyborg, don't! I think you have a..."

"VIRUS!" scream Cyborg as he pulg the cable on his chest and release a sudden jolt of electricity.

* * *

In the living room, Gwen and Starfire are playing chess while Robin is reading some DC comic books and Raven is meditating. (**A/N: Does Raven do something else beside studying her spells?)**

Then the door swing open and Cyborg charge through it and dash across the room. Beast Boy caught up with him and start panting.

"Beast Boy, what is it?" ask Robin as he notice him exhausted.

"Oh! Nothing!" smile Beast Boy.

"I'll tell you what it is. This is the best meatloaf I ever had! NYAAAM!" Cyborg start licking the couch, covering it with his drools. Gwen & the others got confused by the way he talk.

"Hey, Starfire! Remember that Tamaranian pie you made?" ask Cyborg in hyperactive tone.

"You mean the one that made you physically ill?" ask Starfire, recalling the time that Cyborg ate that pie and gave him a serious stomachache that he drop the bomb in the bathroom.

"Yeah! You should make some more of that and give it to Gwen so she can bomb the whole place!" grin Cyborg and Gwen gave a deep crimson blush on her face. Robin glare at Beast Boy.

"Heh heh heh! He had too much coffee." chuckle Beast Boy nervously.

"Who brought this delicious pizza! NAM NAM NAM NAM NAM NAM!" Cyborg start chewing the table from left to right and back again. "Ooh, I'm thirsty!" Cyborg dash toward the kitchen sink, yank it off the wall and spray water into his mouth. Gwen & Raven glare at Beast Boy.

"What did you do to Cyborg!?" shout the girls.

"I try to install my new video-game in Cyborg's computer but it was actually his recharging station and now he has a virus." said Beast Boy ashamed.

"Cyborg, calm down. There is something wrong with you." said Robin. Cyborg shot up right in front of him.

"You betcha somethin' wrong here!" Cyborg glare at Robin then he turn into a BBQ steak. "We need BBQ sauce and lots of it! ARRRRGGGHHH!" roar Cyborg as he try to eat Robin but Gwen & Starfire hold him back. Then they took him to his lap and strapped him on the table.

"Man, I'm so hungry, I can eat some waffle! Hey Raven, do you like waffle?" ask Cyborg with a super-happy grin.

"Better than life itself." answer Raven.

"Do you like waffle? I like waffle! Do you like pancakes? I love pancakes!" Cyborg start singing a song.

"Now how can we fix Cyborg?" wonder Robin.

"Maybe I can..." when he was about to suggest, Gwen, Robin, Starfire and Raven turn around, their whole upper body become covered in shadow and their eyes became death glares with white glows. Beast Boy hang his head down and walk away.

"Did you know the world are made of 1,000,000,000,000,000 yams? I like yams!" chimed Cyborg with a crazy smile.

"I can fix him. If he has a virus, then I can go inside and destroy it." said Gwen.

"How?!" ask the trio. Gwen gave a grin then slam the Ultimatrix and release a bright green light.

A green sphere travel through her blood-vessel as her cells start sparking and pulsing and become a green-highlight silhouette floating in mid-air. Her cells' pulse accelerate as she merged with an alien DNA. She become covered in mechanical parts then she grew wings from her back and shrunk to the size of a wasp.

"**Nano-Mech!**" shout the Human/Nano-Chip Hybrid.

"Wow, Friend Gwen shrunk!" said Starfire in awe.

"Now, Robin, suck me into that gizmo there and send me into his brain. I'll find the virus and delete it." said Nano-Mech. Robin grab a gun-like gadget then suck Nano-Mech in. The tube are filled with green energy, which means it's loaded.

"Okay, Cyborg, this won't hurt a bit." said Robin as he place the muzzle on his head, while Cyborg took a nap.

"AAARRRGGHH!" roar Cyborg as he broke free, jump out of his table and lung at Starfire, trying to eat her while Raven try to hold him back.

"Hold him steady!" order Robin as he aim his gun. Then he pull the trigger and fire a green energy bolt. Cyborg missed and slam his face against the floor, shooting up dust cloud. Then he felt a sharp pain.

"YEOW! OH YEEEEEEAH!" Cyborg charge toward the wall like a Kool-Aid Man and smash through the wall, leaving a Cyborg-sized hole.

"Gwen, are you in?" ask Robin via communicator.

"_Oh, I'm in alright. But you didn't send me into his brain, you send me into HIS BUTT!_" snapped Nano-Mech. Starfire & Raven gave a gross-out expression and Robin chuckle nervously.

"Oops." said Robin.

"_You guys stall him while I work my way up to his brain._" order Nano-Mech as she fly her way through his butt then reach into his waist section.

"Titan! GO!" shout Robin as they jump out of the tower and head toward Cyborg.

* * *

Meanwhile, Cyborg was wrecking havoc through the Jump City, devouring everything in his path. Then he grab an ATM machine and start shaking it, hoping it will spill water but nothing. He slam it down then a purple electric jolts struck the machine and, as Cyborg left, the machine turn into dust. The Titans arrive at the scene and saw the machine's remain.

"What's this?" wonder Robin.

"Hey, this was an ATM machine." said Beast Boy.

"You think Cyborg ate it?" ask Raven.

"_No. I saw what he just did. This virus has the ability to destroy any technologies Cyborg touches. If he grab the dish in the outskirt of the city, we're in big trouble!_" warn Nano-Mech, who was attacked by a swarm of virus but she easily destroy them with a simple eye laser.

"Let's go!" said Robin as they continue to chase after Cyborg. Cyborg start devouring the rest of the machines and they got destroyed by his touch of death. Then Cyborg grab a stop sign, cover it in honey then mix it with cellphones, Ipod, MP3, Nintendo 3DS, PSVita and Bluetooth, like a lollipop with sprinkles. He start sucking it like a lollipop until he heard Robin's voice.

"Cyborg, come back with us! Don't you remember us? It's us. We're your friends." said Robin. Cyborg saw them then they turn into a couple of boiled eggs.

"You're the nasty egg people who stole my waffle!" cried Cyborg with tears in his eyes as he lend back and throw the half-eaten pole at Robin. He brace himself then Raven caught it and throw it away. They start chasing Cyborg around the city, trying to stop him but he kept running away. Then they chase him to the satellites dish. Meanwhile, within Cyborg's torso, Nano-Mech is blasting all the virus swarms in her path but they kept coming so Nano-Mech decide to fly more faster and attack less. Now she arrive at his head area and finally enter his brain.

As she search around, she found a giant digital blob, choking Cyborg's brain, which explain his insane behavior.

"Hey, virus! Stop hurting my friend or else!" shout Nano-Mech.

"_Hmm? Scanning... Micro-organic being, non threat. Scanning... Alert! Possible anti-virus device detected! Eliminate threat!_" snarl the Virus Core as he lash his digit-tentacles at Nano-Mech. She quickly evade and blast the tentacle with her energy bolt but he regenerated. She grunt and start firing more energy bolts.

Outside, Cyborg reach the dish as, in his point of view, he see it as a giant-sized sundae supreme. Raven, Beast Boy, Starfire and Robin arrive just in time and start attacking Cyborg but then Cyborg change from crazy into aggression as he start pounding his friends, blasting them with his sonic cannon & shout 'BOOO YAAAH!' everytime he land a powerful blow.

Back in his brain, Nano-Mech got overwhelmed and the Virus Core was about to tear her apart until she unleashed several tentacles.

"EAT THIS!" growl Nano-Mech as she fire a full blast of energy wave, piercing through the tentacles and struck its core. Then she charge her attack into her fist and ram it against the exposed core, shattering it and exploding in bright light.

"_GYYYYAAAH!_" scream the Virus Core.

"Ah-ah-ah CHHOOOO!" sneezed Cyborg and Nano-Mech went flying out of his nose, morph back into Gwen and land on the floor.

"Mission complete!" smile Gwen.

"Gwen!" exclaim the team.

"Whoooa, my stomach. What did I ate?" ask Cyborg as he's coming back to his sense. Beast Boy explain what happen and apologized for the damages he cause. Cyborg got sick for devouring so many junk foods and must stay in bed.

* * *

In the next day, Gwen and Starfire are shopping in the mall until Ultimo, posing as a sales lady, appear.

"Hello, Miss 10. Will you like some Ultimatrix-style cupcakes?" ask Ultimo.

"GAH!" exclaim Gwen.

"Friend Gwen? What's wrong?" ask Starfire.

"Nothing, Star. Hey, treat yourself some mustard, 'kay?" ask Gwen.

"YAAY!" cheered Starfire as she dash toward the store where they sell mustards.

"What are you doing here?!" growl Gwen.

"Nothing. Just watching you getting stronger." smile Ultimo.

"Why are you happy? Weren't you miserable?" ask Gwen.

"Nah, I try to control myself... B-But it's hard to bear... Ahem! So, just to let you know, Kevin is losing control. I fed him energy to stall him until you are strong enough to defeat him." said Ultimo.

"And how can I grow stronger? Fight more bad guys?" ask Gwen.

"That, and you have to defeat me." said Ultimo.

"I defeated you twice!" snapped Gwen.

"But you have to defeat me as Giga Ultimo. And you have to take my Gigatrix too." said Ultimo.

"Why do I want your cursed Omnitrix?" ask Gwen.

"Because you are worthy enough to keep it. Azmuth already promise you a new Omnitrix but I want you to keep this as a gift for your legacy." said Ultimo. Gwen remain speechless and begin to dream of having her future son, Devlin and maybe a daughter.

"Okay, I'll take it once I defeat you." sigh Gwen.

"But you have to kill me first." said Ultimo.

"W-WHAT?!" yelled Gwen.

"It's the only way to remove it since it's fused with my DNA." shrugged Ultimo.

"FORGET IT!" scoff Gwen.

"Fine! But remember that someday, you'll regret of turning down my offer. Oh, one more thing." she grab Gwen's Ultimatrix and start fiddling with it. A green light start flickering as Ultimo turn the dial repeatedly.

"Hey! Stop that!" snapped Gwen as she shove her arm away from Ultimo. Then the watch beeped.

"TETRAMAND AND PETROSAPIEN DNA SAMPLES UNLOCKED!" beeped the AI.

"Huh? I got **Four Arms** and **Diamond Head** again?" mutter Gwen.

"It's our tough forms. You might need them." smile Ultimo. "Oh, and remember... I will give you my Gigatrix but only if you kill me. I want my life ended so our future can change." said Ultimo with a serious glare.

"Okay... Hey, wait a minute! How did you know Azmuth is gonna-" As she turn around, Ultimo is gone. "That sneaking snake me."

Gwen catch up with Starfire and they prepare to leave until an explosion shook the mall. Emerging from the mall's entrance was a man wearing an armor with energy emanating from his body.

"I am **Dr. Light!**" shout Dr. Light.

"He never give up." sigh Starfire.

"I'll handle him." said Gwen as she activate her Ultimatrix and selected a new form. She slam it down and got bathed in a green light.

A green sphere travel strongly through her blood vessel as her cells start pulsing rapidly and merged with a new alien DNA. Her body turn X-rayed and her ribcage become durable, her back grew two thin crystal shards and one on the back of her head, her hand become covered in crystal with four fingers and her skull morph into a crystal head with wide mouth, two shards on both side of her lower jaws, and has three bangs. Her whole body, minus the arms, are covered in durable rock-like shell, similar as Chromastone. She wore the Ultimatrix symbol on her chest.

"**Diamond Head!**" shout the female Petrosapien. "Hit me with your best shot, doc."

"Your funeral!" grin Dr. Light as he fire an energy beam at Diamond Head. She extend her hand forward, the light struck her hand then got redirected back at him, blasting and sending him crashing into the wall. He pass out.

"Too easy! Guess he's not too 'bright'!" laugh Diamond Head and Starfire join in the laugh.

* * *

Next, Teen Titans are battling against a monster made of electricity named **Overload**. The Titans can't hurt him without getting shocks.

"Gwen, can you use Overflow to stop him?" ask Beast Boy.

"Overflow? Please, I have one alien who can drain energy!" smile Gwen as she slam the Ultimatrix and morph into...

"**Feed Back!**" grin the Conductoid then she impale Overload with her antennas and fingers & start draining all of his electricity until a computer chip was left. She pick it up and drain its last energy before tossing it to Cyborg. "All done!" smirk Feed Back.

* * *

Then Teen Titans are clashing against Starfire's sister, however she is too powerful, thanks to the ruby she wear around her neck.

"You can't beat me, Titans!" laugh **Blackfire**.

"Oh, yeah? Well, tell it to..." Gwen slam the Ultimatrix and release a bright light.

A green sphere travel through her blood vessel as she merged with an alien DNA. Gwen's body become a silhouette covered in white dots then a planet-like object appear in her head. The aura swirl around rapidly the release a Big Bang.

"**Alien X!**" chimed the Celestialsapien.

...

In Alien X's consciousness...

"Hey, **Rosaline**, it's Gwen." smile the female personality.

"Hello, Gwen. You came to **Grace** and I so we can kick some bad guy's butt?" ask Rosaline.

"Yep!" nodded Gwen.

"SWEEET!" cheered the twins.

...

"Yeah, right! I will destroy you, shape shifter!" roar Blackfire as she charge toward Alien X and throw a powerful punch but Alien X caught her fist without trying, causing a sudden halt and release a powerful shockwave.

"Nice try!" grin Alien X then she unleashed a white energy wave at blank range, sending Blackfire flying then she caught her within a barrier, electro shock her, ripped her ruby off with telekinesis and crush it then slam her against the ground. She shot up and unleashed a powerful red energy ray but Alien X cancel it off by just poking it with her finger then fire a super-condense energy ray and pierce through her shoulder, as well as erupting a humongous explosion. When the smoke subsided, Blackfire lost consciousness.

"That was fun!" smile Rosaline.

"Fun fun fun!" chimed Grace,

"All done." smirk Gwen then Alien X morph into **Battlefly** and sang a beautiful song that instantly healed the Titan.

"That was close." sigh Robin.

* * *

In the middle of the night, Ultimo went to check on Kevin as she brought some Gordanains. She throw them into the ground.

"W-What are you gonna do with us?!" stammer one of Gordanains.

"Just don't look behind you." said Ultimo with a sad smile. Then Ultimate Kevin leap out and grab the Gordanain, draining their energy until they are nothing but lifeless husks. Ultimate Kevin glare at Ultimo as he grab a mutant moth and chew its head off.

"Why are you doing this?" ask U. Kevin.

"To stall you until Gwen is strong enough to defeat you." smile Ultimo.

"Why? She can't defeat me as Feed Back?" ask U. Kevin.

"You are too powerful, as powerful as my...your 11,000 state." sigh Ultimo.

"Then how can you tell she's strong enough." ask U. Kevin as he grab a roasted leg of a Tamaranian and start tearing its skin off.

"She has to kill me." answer Ultimo. U. Kevin spit and gave her a serious glare. "I have nothing. My life as a Magister, my...our son Devlin...you...even my mind... I never realize how many innocent people I just killed, for no reason. People that I protect for 20 years... I can't live this nightmare no more. That's why I want Young Me to take my Gigatrix after she kill me, so she will learn what's coming." said Ultimo.

"Hmph! Wimp!" scoff U. Kevin. Ultimo chuckle and smile deeply as she shed a tear from her eye.

"Heh, you are Kevin E. Leven. You're such a musclehead and yet, very handsome. I'm so lucky that I met you at the arcade, Kevin." smile Ultimo. U. Kevin become wide-eyed as a memory of him and Gwen flashes before him, when they were on their first date, his discovery of Gwen's prototype Omnitrix and they start clashing each other as enemies. He sigh deeply and place his mutant hand on his face.

"Guess I will lose control and become a monster. Guess I'm better off dead." sigh U. Kevin.

"NO! IF YOU DIE, THEN GWEN WILL BECOME ULTIMO AND THE WHOLE NIGHTMARE WILL START ALL OVER AGAIN!" scream Ultimo as she grab U. Kevin's face and shook him back & forth while he remain wide-eyed of her reaction. "She will rescue you! _I_ will save you, Kevin, just like last time when I first become Feed Back." sigh Ultimo then she gave a deep passion kiss on U. Kevin's lips. **(A/N: What? Even if she's an adult, she's still Gwen.)**

"Remember that, Kev. I must go before you try to kill me before Gwen." Ultimo then left the cave and U. Kevin sigh again as he start devouring the thigh of an Atlantean woman.

* * *

Meanwhile, at 12:00 P.M., the Teen Titan and Gwen 10 ran into a enemy named **The Great Magician** and they got captured by him. When they woke up, they're in cages. **(A/N: I forgot his name but you know who am I talking about)**

"What happen?" ask Robin.

"I don't kn-AHHHH!" scream Starfire. They all look at Starfire and saw...she turn into a kitten with red-orange hair, green eyes and purple outfit. "I'm a kitty cat now! MEEEEOOWW!" cried Starfire.

"I hate this." sigh Raven as she look at herself and saw she got turn into a fluffy bunny with her hood covering her face.

"This is ridiculous!" said Cyborg as he got turn into a bear with a cybernetic left eye.

"Robin, you're monkey!" said Gwen as she saw Robin as a monkey wearing his costume.

"And you're a pony." said Robin. Gwen look at herself and saw she got turn into a pony with orange mane and tail, wearing her clothes and glasses. The Ultimatrix is still strapped on her left arm, or leg, and on her right side of her hip is a tattoo of an Omnitrix symbol. "Wow! This guy is looney tune." said Gwen.

"Hey, where's Beast Boy?" ask Starfire. Then they heard a fan and turn to the right. They saw a green electric fan then it morph into a green chair then into a green toaster.

"That's Beast Boy?" ask Raven.

"Guess since Beast Boy can shape shift into animals, that guy made him shape shift into inanimate objects." said Cyborg.

"Which means he can't talk to us unless he become a telephone." said Gwen.

During that time, their enemy is start doing his crazy show, making Gwen remember Zombozo. The Great Magician first made Starfire jump through the flaming ring, ten of them actually and she got so scared that her hair stand up to its end then she puke hairball from her mouth. Next, he did some magic tricks on Raven, like pulling her out of the hat and entering through her head and exit out from the other side, leaving Raven shocked. Then he made Cyborg ride on a unicycle while balancing three plates & BB Plate on four sticks without dropping them then force him to do a ballet dance. Finally he made Gwen and Robin perform an act where Robin has to juggle 10 balls while standing on one foot on Gwen's back as she gallop across the scene.

After that, the Teen Titan are very exhausted.

"Uh... I can't take it anymore..." Starfire moan.

"My legs are tired..." moan Cyborg.

"We got to come up with a plan." said Robin then BB Chair morph into a telephone and he start ringing. Robin answer it and place the phone on her ear.

"_How? We can barely use our powers and I can't think of better form that can attack._" explain BB Telephone.

"Ultimatrix, can you still transform me into any alien forms?" ask Gwen.

"AFFIRMITIVE BUT YOUR CURRENT CONDITION MIGHT ALTER THE FORMS' APPEARANCE." explain the Ultimatrix.

"Okay, guys. Here's the plan..." Gwen start whispering as they all listen closely.

* * *

"HA HA HA HA! The Titans are mine and they are powerless!" laugh the Great Magician then the room start quaking violently then the floor exploded in bright energy beam. Jumping out of the hole are Robin, Raven, Cyborg, Starfire who is carrying BB Cup and Gwen as the pony version of **Enernite**. "GYAH! The new girl... You...You can still transform?!" gasped the Great Magician.

"Fool, my powers come from my watch!" grin Enernite then she chant a powerful spell that revert them back to normal then they quickly subdue him.

* * *

Back in the Titan Tower, they found something that put a shock to them. The whole Tower got badly destroyed!

"What happen?!" gasped Starfire.

"Someone trashed our base." said Raven.

"NO! Not my car! AHH! Not my computer! GUUUUHH! MY COUCH! WAAAAAHH!" cried Cyborg as he hugged his ruined couch again.

"I warn you, Gwen." said a voice that made Gwen tremble in rage. She turn around and saw Ultimo, with her battle mask on and four spikes emerged from her Gigatrix. "You should've accept my offer when you had the chance." said **Giga Ultimo**.

"Ultimo!" growl Gwen.

"You know her?" ask Starfire and Cyborg. Robin and Beast Boy are half-surprised since Gwen mention her before.

"She's the enemy! Titan! GO!" shout Robin as he throw his explosive discs at G. Ultimo but she suffer no damages. Robin then try to punch her but she slap him away and Robin crash against the wall, shattering it by impact.

"ROBIN! YOU MONSTER!" roar Starfire as her eyes glowed green then she charge toward G. Ultimo and land a powerful punch, sending her flying out of the Tower and crash into the ocean below. Starfire gave chase while Cyborg and Beast Boy jump their way down with Raven & Gwen. Gwen activate her Ultimatrix and slam the core.

A green sphere travel her blood stream as she become a green-highlight silhouette floating in mid-air. Her body turn X-rayed and her rib cage expanded and become durable, she grew a second pair of four-fingered arms and grew a second pair of eyes under her main pair. She now wear a similar armors as Looma, minus the helmet, and wore the Ultimatrix symbol on her chest.

"**Four Arms!**" shout the Tetramand as she land on the sand and cause it to erupted to the air. The Titans gather up with Robin joining the party after he regain consciousness. There was a bright green energy emanating from the water then suddenly a large Cosmic Ray burst out of the water and Starfire crash against the tower so hard, the Tower got shatter in two. G. Ultimo emerge from the water and charge toward them. Four Arms charge in to attack but G. Ultimo blasted her away then she land multiple blows against the Teen Titan, defeating them instantly and brutally. Then everything around Four Arms went dark and she reverted to normal. She look around in panick manner.

"Guys! Where are you?!" ask Gwen.

"They're dead! I killed them!" said G. Ultimo as she emerge from the shadow.

"NO! You're lying!" shout Gwen.

"See for yourself." G. Ultimo point at her left and Gwen saw the dead corpse of the Teen Titan.

"No..." gasped Gwen.

"All of this could've been avoided if you accept my final challenge! It's all your fault! You lost Grid Master, you lost Kevin and now you lost your new FRIENDS!" shout G. Ultimo as she fire a humongous solar energy ray at Gwen. Gwen start shedding tears and clutched her fists hard.

"NNNNNNNOOOOOOOOOOOOOOO!" scream Gwen as a green aura covered her whole body. The solar energy collided and release a huge explosion, removing the Nightmare Zone and reveal the Titans injured but alive. As the smoke subsided, Gwen emerge with her hair turn blonde, her physique become muscular and she wore a Kyrptonian suit with the "S" symbol and a Ultimatrix symbol was placed on her upper waist.

"Whoa! I've never seen that form." said G. Ultimo.

"I will make you PAY!" snapped **Superwoman**.

"Finally, our final battle. **Ultimate Alien X!**" shout G. Ultimo as she gain Alien X's appearance on her armor but also gain overgrowth blades on her arms and three curved horns. She grown a long twin-tail and short claws on her knuckles.

"Ultimate Alien X?!" growl Superwoman.

"Yes, their powers are much greater then normal. But sadly, the Master Anodite's powers are beyong Ultim Celestialsapien's limits." smile G. Ultimo. "So, let's begin!"

They both charge toward each other and land a powerful thrust punches, colliding and release a spark of energy, arcing everywhere as the two counterparts begin their fateful, final battle that will change Gwen's future, forever...

* * *

**Axle- Okay, this is the final battle between Gwen 10 and Ultimo. Hey, Kida, are you okay?**

**Kida- I got cleaned! But I'll fix this!**

**Axle- Uh... Kida, much better you stay clean, or else, Jen will start another shower.**

**Kida- Wow... You care about me. Hmm, what a hunk~!**

**Axle- And you are so sexy, ha ha ha! *I was messing with her***

**Kida- Stop toying with me. Anyway, I do feel sorry for Ultimo. I read all of your chapters and I understand Ultimo's misunderstanding.**

**Ben- I feel bad for her.**

**Kevin- Me too.**

**Looma- So do I.**

**Jen- Me three!**

**Ben- You think our Jen can become a Master Anodite?**

**Axle- Well, Jen 10 is a Anodite Spark while our Jen is a Tetranite...and...**

**Kida- And Jen was more powerful than Ben 14! She is the Master Anodite.**

**Axle- You're catching up. How about you become my co-host for the rest of the fanfics?**

**Kida- I am honored, Axle. Leave reviews people! And please, I like to read them.**


	49. Titan! GO! Part 3

**Chapter 49: Titans! GO! Part 3**

**Kida- Axle, where were you?**

**Axle- Oh I have watched Death Battle by ScrewAttack. Wizard & Boomstick crack me up.**

**Kida- Ooh! I love these Death Battles! What did you watch today?**

**Axle- Goku vs. Superman. And the Man of Steel won! YES!**

**Kida- Wow! Okay, let's begin the chapter.**

**Disclaimer: Axle & I don't own Ben 10, Young Justice and Teen Titans characters.**

**Note: Ultimate Alien X has the powers to increase its powers up to four times, however, it's no match against the power of Master Anodite.**

* * *

Two blur collided each other and release a sudden shockwave then separate. **Superwoman** land on the street of Jump City while **Giga Ultimo **in **Ultimate Alien X** mode floating down on the opposite position. The Titans recover and ride on their ship where they can watch the battle.

"Man, I never thought Ultimo is so strong..." groan Robin.

"Robin, who is that woman?" ask Starfire.

"That's Ultimo, Gwen's evil future self." answer Robin. Raven, Starfire and Cyborg become surprised and shocked.

"You are INSANE!" growl Superwoman.

"I can't change my future, Gwen. Only you can!" G. Ultimo shot back. Then they charge toward each other again but G. Ultimo evade her punch then land a barrage of lightning-fast punches and kicks, bashing Superwoman with her devastating speed then she land a powerful kick that send her flying away then she wall jump from building to building then she jump toward Superwoman but she counter with an uppercut, sending G. Ultimo burrowing through multiple buildings. The people cheered to Superwoman, maybe they mistook her for Supergirl or something. Nonetheless, Superwoman dash through the city then land a frenzy punches against G. Ultimo's face then she slam her against the ground and she vault back on her feet. She unleashed a black power-up aura then she instantly punched Superwoman away then she chase after her. Superwoman try to recovered from that blow but G. Ultimo created a mega-volt sphere then fire it at Superwoman, release a mega explosion and she crash against the street, forming a huge hole. She stood up then G. Ultimo land on the ground and ram her blade against her face, giving her a huge scar on her cheek and she crash against the wall. She gaze at Superwoman, who gave a death glare. The sunlight shine on Superwoman and her scar got instantly and completely healed. G. Ultimo gave a smile under her mask then she rapidly thrust her hands, firing multiple white energy bolts but Superwoman easily evade them at supersonic speed then clothesline G. Ultimo and bash her at incredible speed. But G. Ultimo broke free and bash her against the ground. Superwoman stood up then she start hearing multiple voices and her eyesight become distorted.

"ARGH! My ears! My eyes!" scream Superwoman.

"Gwen, focus on me. Don't get distracted by what you see or heard. Remember, I killed my whole family for no reason. You must defeat me if you want your life back!" shout G. Ultimo. Thanks to that reasoning, Superwoman stopped hearing voices and her vision return to normal.

"No reason?! NO REASON?! YOU KILL PEOPLE WITHOUT ANY CAUSE!? GAH! RRRRRAAAAAAAAAAAAAGGHH!" roar Superwoman as her eyes glowed red, she ach in pain then shot her head up and unleashed a powerful red energy ray from her eyes. She swept her heat vision aimlessly while G. Ultimo evade it. Superwoman stop firing her heat vision then pant in exhaustion. Her eyes stop glowing and she glare at G. Ultimo.

"Watch that temper of yours." advise G. Ultimo as she charge toward Superwoman and throw a punch but she caught it with her hand and start crushing it. "ARGH!" grunt G. Ultimo.

"You...are...unworthy of that Gigatrix!" growl Superwoman.

"No need to tell me twice! Jen told me that already!" growl G. Ultimo as she move away from Superwoman then she warp behind her. G. Ultimo swung her blade at her but she ducked and grab her tail, Dragon Throw her into the sky then she wrap above and swung her axe kick but G. Ultimo teleported above her and double kick her into the building's roof. G. Ultimo place her hands like a cup and gather the energy of mana, fire, wind, ice, and earth into a sphere then lend back to charge it more.

"RRRAAAAGGGHHH!" G. Ultimo thrust her cupped hands down and unleashed a massive white energy wave down and collided on the building, blasting it into pieces and release an explosion.

"GWEN!" exclaim the Teen Titan.

The smoke subside and Superwoman emerge undamaged.

"Whoa, I hardly felt that!" said Superwoman then she suddenly cringed in pain and drop on her knees. "Gah... What's happening? Is that attack taking its effect?!" groan Superwoman. G. Ultimo appear in front of her and raise one eyebrow.

"What's wrong? Hmm?" G. Ultimo notice a green rock emanating from the debris. She don't know why but she decide to send Superwoman away from that rock so she land a powerful kick against her chin and she crash against the wall but she still getting weaker. "Grrr! This rock is interfering our battle!" growl G. Ultimo as she create a vine, lash it at the green rock and crush it. Suddenly Superwoman regain her full strength.

"Whoa! What hap- OOF!" G. Ultimo ram Superwoman and crash through the building. Then two blurs start clashing each other at supersonic speed, bashing each other until they separate and they land against the street, shifting the whole street up by their landing. Superwoman grin as she notice she can fly during that clashes so she flew up and fire her heat vision at G. Ultimo. She counter with her own eye laser and release an explosion. G. Ultimo disappear so Superwoman use her super-hearing and X-Ray vision to locate her. She heard something behind her and quickly evade G. Ultimo's attack and wrap behind her with a truck and slam it against her hard.

"You're finished!" grin Superwoman.

"GYYYYAAAAAAAHHH!" scream G. Ultimo as the truck got blown to pieces and replace it with a huge white aura. "It's not over until I'm dead!" snapped G. Ultimo as she unleashed a barrage of energy bullets but Superwoman blasted them with her heat vision then G. Ultimo pull out the blue rune and the mysterious lyre.

"Mugician! Come forth!" shout G. Ultimo as a blue ghost-like creature came out of her body and into the rune. Then she strummed the lyre three time. "**Song of Fate!**" shout G. Ultimo and the ghost enter the hole in the rune and 7 notes was played. Suddenly a massive energy gathered in one spot, in front of G. Ultimo's chest then unleashed it as an energy wave. Superwoman got hit and she got pushed back 10 feet away while maintaining her footing, shattering the street. She then fell on her knee.

"Ugh! That...hurts! Mugic? What kind of item is that? Yet, that rune is made of similar material as the Megatrix.

"**Song of Fate!**" she shout again, strummed it again and 7 notes was played again and fired another energy wave. Superwoman got blasted again and she bore through many building until she burrow through the street. **(A/N: Don't get me wrong, Jake. Ultimo still have the rune and the lyre she stole from Jen 10. Didn't she notice her items was missing?)**

* * *

Back in the main dimension...

"When will you or Verdona find Gwen?" ask Max.

"She's okay, Grandpa." said Ben as he eat some pizzas and Chili Fries while watching the fourth season of **_Ben 23_**_, _where Ben 23 & Gwen 23 confront **Kevin 23** & **Vilgax**.

"Seriously-"

"Max, Gwen is battling Ultimo right now. We can't interfere." said Verdona.

"Mommy, am I a Master Anodite?" ask Jen.

"Master what?!" ask Looma.

"How did she-?!" gasped Verdona as how can Jen knew about the Legendary Master Anodite.

"Am I? Cause an older me became one and beat evil Aunt Gwen. And can I have a Mugic?" ask Jen again.

"I don't believe this! How can she know about the Mugic and the Master Anodite?!" ask Verdona.

"What's a Mugic and this Master Anodite?" ask Max.

"Grandma show me the Mugic before. I couldn't master it cause I didn't have the time to learn how to summon music-based spell." answer Ben.

"Okay, and the Master Anodite?" ask Looma.

"Judging from what Jen did to Vengeance, Master Anodite is an Ultim version of an Anodite, they have vastly more powerful than any aliens, more powerful than either **Atomix** or **Alien X**." answer Ben. "Jen, did you saw the battle between Ultimo and this older you?" ask Ben.

"Yeah, Daddy! I saw it in my dream." smile Jen. **(Kida's note: She's so CUTE!)**

"Oh my God, Jen already mastered the advanced skills of the Mana techniques!" gasped Verdona.

"What do you see now?" ask Ben.

"Bad Aunt Gwen is using a harp to attack Good Aunt Gwen, who became a Supergirl." smile Jen.

"She got the Mugic!" exclaim Ben & Verdona.

"Wait's over! I'm heading over there now!" Ben transform into his Anodite form and chant the spells, teleporting himself to the alternate Earth.

"Wait for me!" chimed Jen as she disappear in a bright light.

"Max, I think I'm gonna faint. Ugh..." Verdona fainted and Max caught her. Looma hold her hands together and start praying.

"Please, Beloved, watch over our daughter." mutter Looma.

* * *

Back in the alternate dimension...

"GYAH!" yelped Superwoman as she crash against the ground. She stood on four and start panting. G. Ultimo arrive and walk toward her.

"You can't beat me like that. Suck in your guts!" scoff G. Ultimo.

"Can you keep up with me?" ask Superwoman with a grin then she fly up and dash away from Jump City and across the ocean.

"Heh! This is fun..." smile G. Ultimo as she followed her.

"They're flying away!" said Cyborg.

"Follow them!" order Robin. They drive their ship and head out of Jump City but then a blue light appear and they ram against Ben. He got slam against the ship's nose.

"Oof! Seriously?!" grunt Ben as he slam his Megatrix and release a yellow light.

"What was that light?" ask Raven. Then a large shark-like creature with two large tusks emerged and ram his tusks against the ship.

"GYAAAHH!" scream the team except Raven.

"Ram me in the face, eh? Well, **Megashark** will teach you a lesson!" growl Megashark as he ripped the engine out of the ship, causing it to lose powers and start falling.

"We're falling!" scream Starfire.

"Wheee!" squeal Jen who was sitting on top of the ship.

"HUH?!" exclaim the Titans and Megashark look up.

"JEN?!" panicked Megashark.

"Daddy!" piped Jen.

"'Daddy'?" wonder Raven. They crash against the ocean and remain floating on the surface. Cyborg pop out of the cockpit and blast him with a sonic cannon. Megashark shook it off and growl at Cyborg.

"Tell me something, who-GYAH!" grunt Megashark as Starfire and Raven tackle his face. Then he release a yellow light and morph into...

"**RAAATH!** LET ME TELL YOU SOMETHING, STUPID TEENAGERS WEARING STUPID COSTUME! RATH IS GONNA BEAT YOU IN THE NEXT KINGDOM COME!" growl Rath as he charge toward the Titans. Rath start spinning like a helicopter blade and bash Robin.

"**_AWESOMEST CLOPPER!_**" Then Rath grab Cyborg then jump up and start hammer tossing him in the ocean.

"**_DRAGON THROW!_**" Then Starfire fire her eye laser but Rath deflected it with his claw then he start somersaulting toward her.

"**_VAXASAURIAN IMPACT!_**" Starfire got hit and crash into the water. BB Tiger pounce on Rath and try to bite him. "You wanna piece of me? YOU WANNA PIECE OF ME?!" snapped Rath then he push BB Tiger up with his feet then start kicking him repeatedly and kick him into the water.

"**_MACH 5 KICKS!_**" then he grab Raven and slam her against the hood then jump up and dive back down.

"**_KANGAROO ELBOW!_**" All the Titans got beaten...again.

"NOBODY CAN BEAT RATH!" boast Rath.

"Daddy, check this out!" said Jen as she tore the seat out and found Raven's spell book. She gaze at it then she shaking it. "It's a book."

"Let me tell you something, Jennifer Heather Tennyson-Red Wind! Daddy don't remember asking you to come with me!" said Rath.

"Let me tell you something, Daddy! Jen want some action and help Aunt Gwen." giggle Jen. Rath got wide-eyed and dumbfounded of seeing his daughter mimicking his line. Raven stood up and become very angry. She start chanting a spell and her eyes glowed white. Rath got covered in black aura then he got toss into the water.

"Take that, pussy cat." grin Raven. Rath emerge from the water and start growling at the water.

"LET ME TELL YOU SOMETHING, WATER- Water?! YYYAAAAH! Get it off me!" scream Rath then he slap the Megatrix symbol on his chest, morphing back into Ben. "Whew..." sigh Ben.

"Huh? Hey, Robin. The monster is a shape shifter too, like Gwen." said Raven.

"What are you, an Anodite?" ask Ben as he float himself off the water and his eyes glowed sky-blue. Raven ready herself until Jen scream "**_CANNONBALL!_**" and tackle Raven into the water. Now she's wet and Jen start swimming happily.

"Whee, this is fun!" squeal Jen.

"Thanks, Jen." smile Ben.

"Great..." scoff Raven.

"Hey, you're wearing a Ultimatrix!" said Beast Boy.

"No, it's called the Megatrix. I take it you all know Gwen. Guess I made a mistake." Ben slam the Megatrix core and morph into a grimlin-like alien wearing black/green uniform and wore the Megatrix symbol on his belt. "**Jury Rigg!** Fix fix fix fix!" Jury Rigg instantly fixed the ship in a second. Then he release a yellow light and morph into a black version of Ghost Freak but doesn't have sharp claws, have green pattern on his body and wore the Megatrix symbol on his chest.

"**Healster!**" shout the offshoot of Ectonurite and healed all the Teen Titans back at full strength. **(A/N: I'm not sure I got this correct, Rush. I try to find him but I forgot which chapters. If this is your alien, that is)**

* * *

Somewhere in the forest, a blur crash against the mountain and shatter it in two. G. Ultimo emerge from the debris and saw Superwoman.

"RAAAAAAAGHH!" roar G. Ultimo and she powered up again. Then she punched Superwoman very hard then bashed her repeatedly then she grab her legs and start spinning at super-velocity and bash her against the ground, pummeling her non-stop then throw her against the ground, sending her burrowing through the forest, sending dust cloud in the air. "Come on, Gwen! I bet Kevin will be very disappoint when he learn his girlfriend is a weakling chicken!" shout G. Ultimo.

"AAARRRRRGGHHH!" scream Superwoman as she release a sonic boom and charge toward G. Ultimo at Mach 5. G. Ultimo got wide-eyed and quickly create an energy shield. Superwoman ram her fist against the shield and release an energy shockwave but suffer no damage. She doesn't stop there as she start jabbing the shield in a frenzy and fire her heat vision at the same time. The shield start cracking.

*_Whoa! She's growing stronger every time! What's empowering her?_* wonder G. Ultimo then the shield got shattered and G. Ultimo chant the same spell Jen used in the Ben 10 Universe. "**Visio Negatia!**" shout G. Ultimo as she turn invisible and evade Superwoman's powerful blow. Then Superwoman got bashed by unseen attacks and she use her X-ray vision to search for her evil counterpart. She found her and backhand slap her into the sky. She chase after her but G. Ultimo start somersaulting and whip her tail at Superwoman, forcing her to dodge. Then they separate and start catching their breath. Then they resume fighting at maximum strength. They exchanges blows after blows but none of them are giving an edge as they start clashing at hypersonic speed then Superwoman land on her feet, inhale deeply and breathe a powerful ice vapor at G. Ultimo. She slowly got frozen but she broke free and ram her kick against Superwoman's chin, placing her upside down then fire a radioactive energy bolt at her face, sending her crashing against the boulder. She stood up and start growling as her eyes start glowing very brightly. G. Ultimo start creating a large white energy orb then focus it into her cupped hands.

"**CELESTIAL CANNON!**" boomed G. Ultimo as she thrust her hands and fire a super-condense energy bomb.

"**SOLAR FLARE!**" roar Superwoman as she amped up her heat vision and unleashed a massive energy ray. Both attacks collided and erupted in humongous flames. Superwoman got reverted back into Gwen and remain floating in mid-air for strange reason.

"ULTIMATRIX! YOUR POWERS... GIVE ME YOUR POWERS!" shout Gwen as the Ultimatrix open its core and release a huge energy flows. Gwen become covered in green aura and her left arm start glowing brightly.

"IT'S THE END!" roar Ultimo, who got reverted back to normal **Alien X**, and charge toward Gwen with her right fist covered in white energy. Gwen respond the same and both lights collided each other. Gwen & Ultimo rammed their overcharged fist against each other's torso.

A moment of silent...

A mega-humongous 400 radius explosive wave erupted from the forest and destroy everything in its path.

"WHOA!" gasped Ben & Robin as they saw the massive explosive wave.

"Was that..."

"Gwen and Ultimo are killing each other! We better hurry!" Ben slam the Megatrix and morph into...

"**Mecha Merge!**" shout the Galvanic Mechamorph then merge with the ship, upgrading its system and they rocket through the sky and arrive at the scene. The explosive wave disbursted and reveal a humongous crater. They can see two figures, one standing and one lying on the ground. They lower down to land.

Gwen, exhausted and the Ultimatrix got malfunction, turning itself off until it's fully recharged. Gwen walk toward Ultimo, who remain on the ground.

"Had enough?!" growl Gwen.

"T-Thank you...so...much." sigh Ultimo.

"For what?" ask Gwen.

"WARNING! USER'S BODY SUFFER 97% DAMAGES! ONE LUNG DAMAGES, BREATHING BECOME DIFFICULT, HEART BEATING SLOWING DOWN! 50 MINUTES BEFORE THE HEART STOP BEATING!" warn the Gigatrix.

"Huh?!" gasped Gwen. "I...kill...you..."

"It...It's for the best... Take my Gigatrix...Keep it with you..." smile Ultimo as she remove her power suit, revealing her trouser and bra. The Gigatrix turn green and let out a beep. Gwen grab it and pull it free. The plugs are covered in blood. Gwen gaze at it then look at Ultimo.

"Gwen... I'm...s-so sorry...for everything I done... I lost my mind...I wish you can find in your heart to...f-forgive me..." sobbed Ultimo as she shed a downpour of tears. "F-Forgiveness...was part of being worthy of the Ultimatrix..."

"I-I...forgive...you! I'm sorry too! So sorry!" cried Gwen as she hugged her future self.

"I'm glad... Now...my suffer is done... And Gwen? Save Kevin and tell Ben that I...I'm...so sorry and that he's the best cousin...ever... And tell Devlin that I...love...him..." Ultimo draw her last breath and died.

"GWEEEN!" cried Gwen as she start sobbing heavily then Ultimo's corpse fade away into nothingness. Gwen continue sobbing as Teen Titan, Ben & Jen arrive.

"Friend Gwen?" ask Starfire.

"Gwen? Is Ultimo..." Gwen look at Ben with tears in her eyes.

"Ben... Ben, Ultimo got something to tell you..." said Gwen.

"Hmm?" Ben is listening.

"I'm sorry, for everything I done." said Gwen as she start getting hiccups. Ben become surprised then gave Gwen a hug.

"She's forgiven." smile Ben as he comfort Gwen, who continue sobbing on his shoulder. Then Robin receive a message from his communicator.

"Guys, we got trouble! Superboy called and said a mutated meta-human made of mixed body parts arrive at the Metropolis and start wrecking havoc." said Robin.

"KEVIN!" exclaim Ben & Gwen.

* * *

**Kida- IT'S OVER! IT'S FINALLY OVER AND WE WILL NEVER HEAR ABOUT IT AGAIN!**

**Axle- It's the end of Ultimo.**

**Jen- Ooh, I got a harp and this rune thing!**

**Axle- I just wonder if Jen 10 realized she just lost her rune and lyre. By the way, Healster belong to Brt100. If I remember correctly...**

**Looma- Dinner's ready!**

**Axle- It's night-time already?!**

**Kida- Can I have some?**

**Jen- Leave me some reviews! X3**


	50. A Choice

**Chapter 50: A Choice...**

**Axle- Man, I reached to 50 chapters but there is no way I can possibly reach 100 except for writer of Digimon Frontier fanfic.**

**Kida- Yeah, but we really gonna need more new aliens. Ben 10 has 75 and right now, Gwen only have 23 or so.**

**Axle- I will make this battle ended quickly and send them back to the main world in order to continue the story.**

**Disclaimer: I own nothing except my OCs.**

**Note: My disclaimer stop here. No need to repeat it from now on.**

* * *

Teen Titans and the Tennysons arrive at Metropolis where the Young Justice, along with the help of **Nightwing, Terra, Mas & Meno**, were battling against **Ultimate Kevin**, who already defeated the Justice League and drained Superman's powers.

* * *

*_Flashback_*

The heroes return from their battle against General Zod but when they arrive at Metropolis, the city was in ruins!

"What happen?" ask Superman.

"Hey, Superman, over there!" said Wonder Woman as she point her finger at the street where a mutant monster is. The JL rush down the street and confront the monster, who is none other than U. Kevin. He saw them.

"MWA HA HA HA! POWERFUL WARRIORS! FIGHT ME!" laugh U. Kevin.

"Yeah, let see if you can catch me!" grin **The Flash** as he dash toward U. Kevin. U. Kevin grin evilly and focus his gaze at the street, instantly turning it into an ice field. Flash suddenly lost control of his speed than U. Kevin smack his pincer against his face and send him crashing against the car. "You...got me." grunt Flash as he went unconscious. Then **Green Lantern** fire a green energy beam and grab U. Kevin in an energy bubble. He gritted his teeth and start vibrating his body then shatter the shield. GL try again and constructed a mechanical fist. He thrust his fist and ram it against U. Kevin but when the energy dissolved, he's gone.

"Where did he-" before GL finished talking, U. Kevin appear above him and spin dash toward him. He smack him down and he crash against the ground. Then he levitate GL and repeatedly slam him against the ground then electrocuted him. He pass out. Batman noticed something.

"Superman, Wonder Woman, that meta-human's body parts are similar to Gwen's alien forms. If he has their powers, he must've have their weaknesses!" said Batman. Superman nodded and Wonder Woman wrapped her Lasso of Truth on U. Kevin. He struggle to break free but failed.

"GRRRAAH! LET ME-" Superman blasted him with his ice breath and got frozen. Inside the ice, U. Kevin breath a toxic gas and melt the ice off. He then levitate the trio and slam them against the ground. He start increasing the gravity on Wonder Woman and Batman, over 40 G, sending them buried under the street. However, Superman wasn't affected by the gravity so he charge toward U. Kevin and land a powerful punch, sending the mutant Osmosian flying and crash into the building. He stood up and crack his neck. He gave an evil grin then fire a massive mana wave at the Man of Steel. He went through but he fell for it as U. Kevin grab him with his hands and drained his energy, killing him in the instant!

"Ha ha ha! Such powers! It's flowing through my body! I'm UNSTOPPABLE!" boomed U. Kevin then he heard someone coming toward him and a scream.

"YOU MONSTER!" scream a female voice then he got impacted by a red blur, causing a huge dust cloud to erupted. U. Kevin emerge with **Lois Lane** in his grip.

"Another? Good! More energy for me!" grin U. Kevin then he receive a barrage of yellow and black/white/red blurs dash toward him and tackle him several time then he got blasted by a heat vision into the ground. Then a giant building was lifted and slam against him. The whole building exploded by a _kiai_ roar then he glare around to see who attack him. It was the Young Justice.

"Stand down, meta-human!" order Nightwing.

"Make me!" grin U. Kevin as he summons several vines that wrapped them up but Static used his powers to summon metal pipe from the sewer and slam him away. Wonder Girl broke free and gave a satisfying grin.

"Good, someone strong!" grin Wonder Girl. Lois stood up and start crying over the corpse of her husband.

"Conner, he absorb Superman's powers... We need to block out the sunlight somehow..." sobbed Lois. **Supergirl** arrive with **Archer**.

"What about the Kryptonite? I'm sure he absorb our weakness too." ask Supergirl.

"RAAAAAGGGHH!" roar U. Kevin as he emerge from the ground then he belch a deadly heat breath across the street, melting it into hot tar, causing Kid Flash, Más and Meno to become immobile.

"_Uh-oh, esto no es bueno!_" exclaim the brothers.

"Yeah...whatever you just said." grunt Kid Flash. Then U. Kevin slam his fist against the ground and unleashed a tremor, sending them flying then he got blasted by several explosive discs from Batman, Batgirl & Nightwing then Blue Beetle blasted him with a sonic cannon, sending him down on his knees but when he fire it again, U. Kevin absorbed it then unleashed an ultraviolet ray, blowing them away but then he got electric shocked by Archer's electric arrows. He turn around and blast Archer with a water cannon. Then he jump up and dive toward the Young Justice.

"AAAARRGGHHH!" roar U. Kevin as the YJ drop in defense stance.

*_Flashback End_*

* * *

"Titan! GO!" shout Robin as they jump out of the ship and dive toward U. Kevin. However, because of Superman's powers, U. Kevin has already become extremely too powerful that he practically overwhelm them, even Superboy. Then Gwen step in.

"Guys, retreat from the battle. I'll handle Kevin." said Gwen. The heroes obliged and move away from U. Kevin, who got blasted by Ben's mana attacks. Then he wield the rune and the lyre.

"I don't know how to use this thing... Ah, now I remember! I saw a young Anodite played the lyre to summon it." Ben took a deep breath and release the rune, which start floating in the air.

"Mugician! Come forth!" shout Ben as he strummed the lyre three times. The blue creature emerges from Ben then enter the rune. "**Song of Fate!**" shout Ben and 7 notes was played. A massive energy ray was fired from Ben and struck U. Kevin, blasting him against the truck. He recognized Ben.

"Tennyson! Your Megatrix shall be mine!" growl U. Kevin.

"Leave my Daddy alone! **Interlude of Consequence!**" shout Jen and a white ghost emerge from her and enter the rune. Although it's not a white rune, Jen's hidden powers augmented it and bathed U. Kevin in an orange light. U. Kevin shot up and lend forward to fire his heat vision but water pour out of his hands. He try to breathe fire but acid goo spew out of his mouth. He try to rotate his arms to fire tornado but like Khaos 11,000, he lost control. "Take that!" chimed Jen.

"Thanks, Ben & Jen. I'll take it from here." Gwen activate her Ultimatrix and rotate the ring dial until a humanoid alien appear. She slam the core down and release a bright green light. She morph into...

"**Alien X!**" shout Alien X.

...

In Alien X's conscious...

"Another fun!" chimed Grace.

"Yep yep!" smile Rosaline.

"Except I discover a way to get more powerful." smile Gwen.

"OKAY!" cheered the twins.

...

Alien X slap the Ultimatrix symbol and it grew four spikes, releasing green pulse of energy that travel across her body. She grew overgrowth-like blades on her arms, larger spikes on her head, gain a long tail and she grew taller than the previous form. "**Ultimate Alien X!**" shout the Ultim Celestialsapien.

"Ultimate Alien X?!" exclaim Ben.

"Let's block out the light." U. Alien X thrust her finger up and suddenly thunder clouds appear and blocked out the sun, prevent it to increase his powers. Then she created a green Kryptonite in her hand and walk toward U. Kevin.

"It's me, Kevin. No need to worry, your sweet angel will save you." smile U. Alien X as she continue walking. U. Kevin felt the rock's radiation and suddenly begin to feel weak and in pain.

"What...what's happening... Gwen...How..." gasped U. Kevin as he drop on his knees.

"How did she knew about the Kryptonite?" ask Lois.

"I ran into one while I was Superwoman, my Kryptonian form." answer U. Alien X then she extend her hand, draw a white triangle then thrust it at U. Kevin. It phase through his body at full force then multiple energies burst out of him. Superman got revived and Abyss, Gaia, Angel, Solaris & Mecha appear out of U. Kevin's body.

"What the heck?!" exclaim Abyss.

"We're...alive?!" wonder Solaris.

"GAIA!" squeal Jen as she tackle Gaia and she stumble backward but remain on her feet. She barely recognized Jen.

"Jen! How quick you grow?" ask Gaia.

"My...powers...No, Gwen...Please...Don't...Take...Save me!" begged U. Kevin. Then U. Alien X tap the Kryptonite and turn it into ashes then she slap her evolved Ultimatrix and morph into a Conductoid but has two tails, with silver plugs. Her other plugs and bolts are also silver. Unlike Mega Feed Back, her skin turn dark blue with the white stripe colored gold-yellow.

"**Ultimate Feed Back!**" shout the Ultim Conductiod as she stabs her plugs against U. Kevin and start draining all of his energy until he has nothing left then blast him with a electro beam, sending him crashing against the wall. The smoke fade away and Kevin reverted back to normal. U. Feed Back morph back into **Feed Back** then into Gwen. She lay down on top of Kevin and rest her head on his chest. His heart is still beating and she can hear him moaning.

"Uhhh...What happen? All I remember that I was eating some moths, orange-skinned alien girl and a gilled human..." moan Kevin as he place his hand on his forehead.

"AAAAAHH! You ate a TAMARANIAN?!" exclaim Starfire.

"Tama...ranian? Sound like a name for some type of orange." said Kevin. "And who are you guys?!" ask Kevin.

"Oh Kevin! Mmmmm!" Gwen gave him a deep passion kiss. Kevin got surprised then he kiss back and hugged her in a loving embrace, with one of his hand poking her soft spot on her neck. She start moaning softly and with pleasure. "That's my soft spot..." whisper Gwen.

"I know... Khaos mention it and I love the way you moan." smile Kevin. "I love you, Gwen."

"I love you, too, Kevin. And let me tell you something, if you ever planned to absorb energy again, I will beat the &$# out of you, you hear me?!" growl Gwen.

"Feisty and aggressive, very cute." grin Kevin as he touch her soft spot again and she moan again. Lois check on Superman and he's okay, thanks to the Sun. Ben used **Jury Rigg** to repair the city and used **Healster** to heal the heroes. After that, Ben enter his Anodite form and created a portal.

"Come on, guys. We're taking you homes and I hope you won't make any trouble, Solaris." frown Ben.

"Pffth, fine!" scoff Solaris.

"Let's go, Daddy!" giggle Jen as she ran through the portal. Everyone went through the portal. Gwen turn to the Young Justice and the JL.

"Thank you everyone, for everything. I am so sorry for what happen. I hope we'll meet again someday." smile Gwen as she and Ben went through the portal and it's closed.

"We'll meet again, Friend Gwen." smile Starfire.

* * *

Back in the main dimension, the team arrive from the portal and was greeted by Max.

"Good job, Ben. You, too, Gwen. You two, take these aliens back to their home planet." order Max. Jen look at Gaia with tears in her eyes.

"You're leaving? Gaia, stay! We can play together! Please, stay!" begged Jen as she started crying and hug Gaia's leg. She gave a gentle smile.

"I'll stay. If your great-grandpa accept me as the private member of the Plumbers." said Gaia.

"Grandpa?" ask Jen.

"She can stay." nodded Max.

"YAAAY!" squeal Jen.

"We got a problem! We lost several Plumber's ships in Sector Seven-G!" shout Verdona.

"That's where the Cosmic Storm is!" exclaim Ben.

"Cosmic Storm?" ask Gwen & Kevin.

"The mobile home and birthplace of the To'kustar, Way Big's species." answer Ben. Then Pierce and Alan arrive.

"We got bigger problem! A Null Void Portal was opened and an Omnitrix was exiting from it." said Pierce.

"When was that?" ask Max.

"Several hours ago. Plumbers was unable to make contact as they got destroyed by the Cosmic Storm." answer Alan.

"Omnitrix signal... **Albedo!**" said Ben out loud.

"Albedo?" ask everyone.

"Of course! Ultimo said Albedo stayed behind to repair his Negatrix. If he went to the Cosmic Storm... He must've obtain the To'kustar's DNA and become Way Big!" said Gwen wide-eyed.

"Wait, where's Ultimo and Khaos?" ask Kevin.

"Khaos...was killed by an alternate Ben, who found the prototype Omnitrix instead of me. This 'Ben 10' became **Ultimate Way Big** and destroyed him. Ultimo snapped and became **Giga Ultimo** but she was ultimately defeated by Jen's alternate counterpart, Jen 10, the twin sister of Ben 10." said Gwen.

"I don't have a sister." wonder Ben.

"I know, it was a different world. Then Ultimo got teleported here and we engage our final battle. I struck her with my **Ultimatrix Fist** and...I...k-kill her... But she said this is the best for her. She ask everyone for forgiveness and...she gave me her Gigatrix." Gwen show her the Gigatrix.

"Then I suggest you destroy it." said the voice of Azmuth. They all turn around and saw Azmuth.

"NEVER! She gave it to me for my legacy! I can't break my promise!" shout Gwen.

"You built it, it's your decision then. However, I brought some thing for you." Azmuth pull out the white/green wristwatch with black Omnitrix symbol.

"Is that the _true_ Omnitrix?" ask Gwen.

"Yes, you prove yourself worthy of wielding the Omnitrixes, however you will need to wield the Ultimatrix one more time." said Azmuth.

* * *

**Axle- Sorry for ending this crossover already but I must end the Ultimate Alien Saga in the next two chapter.**

**Kida- It was fun with the Titans. Hey, Axle, care to touch my soft spot? It's right here on my neck. *Sexy smile***

**Axle- Uh...No. I must go to the Ben 10 Planet wiki to check more info on that Pro...Pro..Purto...Whatever you call it and see where its pieces are located. And which villains they encounter.**

**Kida- Also include the appearance of Vilgax's worthless side-kick Starscream-wannabe and the first appearance of new alien forms for both Ben & Gwen.**

**Axle- And the return of my favorite characters and the infamous villains. If anyone has some new ideas, new aliens, new characters or if you want to see your favorite characters, not Vilgax 'cause he's dead, feel free to post it on reviews. Now I must go.**

***As I walk away, Kida pinched my rear***

**Axle- YEOW!**

**Kida- What muscle~!**

**Axle- Did you just pinched me?!**

**Kida- Noo, I didn't~. 0;3**


	51. The Ancient Weapons

**Chapter 51: The Ancient Weapon, The Return of An Old Friend & Race Against Time**

**Axle- Okay, I finished reading the Ben 10 planet wiki and decide which villains and heroes I shall put in. Now I will make these chapters as long as I possibly can. Sorry for the wait.**

**Kida- That is the longest title then the other, Axle.**

**Axle- Hmph!**

**Kida- Why are you mad?**

**Axle- How can you be a co-host when you keep flirting me?**

**Kida- Fine...sorry... Guess I will just go... *She left***

**Axle- Me and my stupid mouth. Kida, come back! Wait, let me explain! *I chase after her and Jen enter the room***

**Jen- Guess I'm the host now. Tee-hee! Sending chapter now!**

* * *

**-**20 years later-

"Come out, you coward!" shout the mysterious figure with two purple glowing eyes in his visor. "Aren't you the protector of this dimension!?" growl the figure.

"Of course I am! I'm just making an entrance." chuckle a female voice. The figure look up and saw a woman with orange hair tied in pony tail, dark-blue leather shirt, brown pants and on her left wrist is an Omnitrix, similar to the recaliberated prototype Omnitrix but in bracelet-like form.

"Tennyson!" growl the figure. The woman jump down and throw a kick but the figure evade it and throw a punch but she sway and sweep kick him off his feet. She back flip twice and drop in defense stance.

"You really think you can attack me at my home?" ask the woman. "Don't you super-villain has ever made a better plan?"

"I don't need a plan to destroy you!" boomed the figure as he thrust his hand and fire a time ray. The woman somersault up and evade it but it struck the wall and left a gapping hole. She look behind her and scoff as she turn to face the enemy.

"Nice shot, **Eon**. But how did you survived? When I was a kid..."

"That wasn't ME!" snapped Eon as he open a time portal and summons his minions. They charge toward the woman but she use her judo skills to overpower them but then they bring out their energy katana. She took few steps back and got cornered.

"Got any last words, Tennyson? I'm collecting them." ask Eon.

"Yeah, two!" The woman activate her Omnitrix and slam the core down. She release a bright green light and morph into...

"**Ultimate Titanosaurus!**" roar the Ultim Vaxasaurian. She slam her arms down, sending the minions flying backward then she backhand punched the other. They gather together and she gave a grin as she slam her fist against her evolved Omnitrix symbol. She morph into...

"**Ultimate Frostblight!**" shout U. Frostblight then she breathe a powerful ice vapor and frozen all of the minions' legs, including Eon.

"What?!" exclaim Eon.

"But wait, there's more!" giggle U. Frostblight as she slap the evolved Omnitrix and morph into a Pyronite but she has two volcanoes on her shoulders and her flames are pinkish-red.

"**Ultimate Heatblast!**" shout the Ultim Pyronite then she thrust her hands and unleashed a blast of lava at them, exploding into a wall of flames. Eon emerged undamaged.

"Impressive... From all the Ben counterparts I fought, I thought **Ultimate Ben** is the most strongest of all but you, **Gwen 10,000**, has greater powers than him." praised Eon.

"Awww, thank you! You're so kind." smile U. Heatblast.

"Too bad I have to kill you!" shout Eon as he thrust his hand and fire another time ray. U. Heatblast quickly slap the evolved Omnitrix symbol and morph into a tall slender version of **Clockwork** but has digital clock screen on her belly and shoulders & is colored silver.

"**Ultimate Clockwork!**" shout the Ultim Chronosapien as she counter with her own time ray. "Guess what, Eon? Now I have time/space powers too!" grin U. Clockwork. Her time ray completely pushed back Eon's and struck him hard.

"GRRRAAAAAAHHH!" scream Eon as he turn into an embodiment of purple light then disappear from nothingness. The security system sound off and put off the fire. U. Clockwork morph back into Gwen 10,000 and gaze at the picture of 37-year-old Kevin with Devlin and a girl wearing what look like a purple Omnitrix on her wrist.

"I hope you guys bring some pictures of planet Plant. I wish I can go out there instead of being stuck in the-" Then a time portal appear and enter Prof. Paradox.

"Hello, Gwendolyn." greet Paradox.

"Paradox, what's up? Do you ever catch a break or you're like me? Anyway, Eon came here and I kick his butt." smile Gwen 10,000.

"I'm afraid this is not the end. It's just the beginning." said Paradox with a serious look in his eyes.

* * *

-Present-

"So what should we do?" ask Gwen.

"You must find an ancient Galvan weapon known as **Potis Altiare**." answer Azmuth.

"What's a Potis Altiare?" ask Ben.

"It's an ancient relics that has the ability to increase the users' powers. If combined with the Ultimatrix, it will give you the powers you need to save the Earth from destruction." explain Azmuth.

"So where is it?" ask Looma.

"It was scatter across the planet and well hidden. But I will give you one place I know. The musuem of Forever Knight." And with that, he disappeared with the New Omnitrix.

"Guess it's Hero Time again." smile Gwen.

* * *

-Future-

"You're telling me he's still alive and I just send him into the past?" ask Gwen 10,000, not liking the sound of this.

"Yes, Gwendolyn. If Eon erased your past self, you will be erased too." nodded Paradox.

"Well, lead the way, doc." said Gwen 10,000 and follow Paradox to the time portal.

* * *

-Present-

Ben, Gwen, Kevin & Looma arrive at the Forever Knight's museum. It was guarded by the Knights so stealth is out of the question.

"Shall we use our new aliens, now?" ask Ben.

"Sure." smile Gwen as she slam the Ultimatrix core. It transform into green energy then travel across her body, becoming... "**Herofire!**" shout the Tamaranian. Ben slam the Megatrix and release a yellow light.

His body got completely covered in shadow then form itself a hooded figure with mechanical mask, green glowing eyes and wield a scythe. His body are cybernetics and he wore the Megatrix symbol on his chest.

"**Darkstalker!**" hiss the phantom as he spin his scythe with one hand.

"Whoa, those are new." said Kevin.

"Let's go!" cheered Looma as she took the first leap and ground pound the Knights. She grab two of them and tosses them at the others. She then clap her hands and send out a shockwave, sending the Lance Knights flying. Then the **Spartans** arrive and overpower Looma.

"Little help here!" shout Looma. Then a huge shadow appear behind the Spartans and two green eyes appear.

"Get your hands...off my wife!" hiss Darkstalker as he phase out of the wall and swung his sickle, releasing a dark sonic boom and blasted them away. Then he pass his index finger across the ground and thrust it up, unleashing deadly dark snakes that chomp on the Shield Knights and they fell in coma for 5 hours.

"Whoa, that was scary!" gasped Looma. Darkstalker's shadow hand emerge from the ground and pinched Looma's butt-cheek. She yelped and her face glowed purple.

"Heh heh heh!" snicker Darkstalker and Looma gave a sexy grin. Kevin dart through the cave, touch Darkstalker's sickle, absorb its metal then morph his hand into a mace and bashed everyone in his path then, when he thrust his hands, expecting them to morph into hammers so he land a shockwave but, instead he released a condensed heat ray, blasting the Horsemen Knights unconscious.

"Whoa! What was that? Did I still have that energy left in me? Uh, Gwen?" ask Kevin as Herofire, who was firing her eye laser at the Knights then she covered herself in green aura and tackle all of them away. She fly up to him.

"S'up?" ask Herofire.

"I still have energy left in me, you better drain them and-"

"Don't worry, Kevin. You only have 1/10 alien powers so it will fade away in the next hours." smile Herofire as she plant a kiss on his cheek. As they enter the museum, the Alien Force realized there are not much Knights around and some of the areas look like there were a battle around here. When they arrive in the center of the museum, they found someone who the Alien Force recognized very well.

"**The Vreedle Brother!**" exclaim the heroes. The Vreedle Brother turn around when they were about to grab an alien tech and saw them.

"Gwen Tennyson! And her cousin!" exclaim **Octagon Vreedle** in Redneck accent.

"What are you doing here!?" growl Looma.

"Whoa, settle down, missy! We don't want any trouble, we are only going to take the alien tech and go, 'kay?" ask **Rhomboid Vreedle**.

"As if, you scumbag!" snapped Ben.

"Now I'm mad! Hey, are you thinking what I'm thinking, Octagon?" ask Rhomboid.

"Yep, Rhomboid. Run 'em down." said Octagon as they pull out their energy cannons and start firing at them. They quickly hided and Gwen start activating her Ultimatrix. She slam the core and morph into...

"**Diamond Head!**" shout the Petrosapien.

"Hey, you still have her!" smile Ben as he activate his Megatrix and slam the core down, releasing bright yellow light and morph into...

"**RAAATH!** Now, Diamond Head!" shout Rath. Diamond Head jump out from hiding and morph her hands into shields, blocking and deflecting energy bullets.

"I'm tougher then diamond!" grin Diamond Head. Then Rath jump over her and slam his claw through the ground, sending tremor and knock the Vreedle Brother away. Then Octagon blasted Rath's face and he start growling.

"LET ME TELL YOU SOMETHING, OCTAGON VREEDLE! YOU GONE TOO FAR! NOW RATH WILL THROW YOU FROM ROME ALL THE WAY TO PLANET PRIMUS!" roar Rath as he grab Octagon and Rhomboid by the collar of their clothes.

"P-P-Please, don't throw us into space!" begged Rhomboid.

"We will surrender now, Tennyson." said Octagon.

"DO YOU THINK RATH WILL BUY IT?! WELL, YOU THOUGHT WRONG!" roar Rath and was about to throw them but Looma wrapped her arms around him and cuddle her face against his.

"Ooh, Beloved, you're such a soft kitten!" coo Looma. Rath drop the Vreedle Brothers and glare at Looma.

"Kitten? KITTEN?! LET ME TELL YOU SOMETHING, PRINCESS LOOMA TENNYSON! RATH IS NOT A KITTEN, RATH IS A-"

"New Prince of the Tetramands!" Looma said, finished Rath's sentence, although that was not he was gonna say. Rath remain wide-eyed and subconsciously morph back into Ben.

"M-Me? Prince? I-I don't know how to be a prince." stutter Ben.

"I'll teach you...my way~!" grin Looma.

"We'll make up! Maybe we should join the Plumbers!" stutter Rhomboid.

"Yeah, we'll make up for what we did in the past." said Octagon.

"Okay, I'll send Max a message and teleport you two there." said Ben. After that, Ben detected something, aside from the alien tech they pick up, he sense something beneath the museum. They went down the basement and found something that surprised the trio. The Hand of Amangeddon!

"Impossible! It was destroyed!" exclaim Ben.

"Really?" ask Gwen.

"I destroy it with Eon when I transformed into my true form for the first time." said Ben.

"Bad memory." said Kevin.

"I'm confused. What is this?" ask Looma. While Gwen explain Looma the _Race Against Time_ event and when Kevin transform into **Kevin 11** the first time, Ben place his hands on the Hand and chant a spell. A mana energy was formed and display the image of Grandpa Max, Grandma Verdona, 10-year-old Ben and Gwen, & 11-year-old Kevin.

"That's us, alright. Which means this is the same Hand from before." said Ben.

"You're so cute when you were 10, Beloved." said Looma. Suddenly a time portal appear and emerge Eon's servents. They charge toward them with their energy katana & the Alien Force defend themselves. Looma bash the first wave with powerful punchs then land a powerful uppercuts and send them flying. Ben created an mana whip and lash all of them easily then lasso one of them and hammer toss him at the others. Gwen slam her Ultimatrix core and morph into...

"**Gooooop!**" shout the Ploymorph as she crawl through the floor as a large blob. The enemies run over her, slipped and fall on their backs. Then Goop grab two of them and slam them against each other. Kevin absorb the metal from the device above Goop's head then bash the last two.

"That was close..." panted Kevin.

"Now let's see who they are." said Goop as she morph back into Gwen and was about to remove their helmet but they all disappear in purple light. "Whoa! Where did they go?" ask Gwen. Then a time portal appear behind them and emerged Paradox & Gwen 10,000.

"Hello, kids." smile Paradox.

"Hi!" chimed Looma. Gwen remain gazing at Gwen 10,000 in awe.

"Y-You're..."

"You? That's right, I'm your future self, Gwen 10,000." smile Gwen 10,000.

"Hey, you're Sweet Angel's future self from the timeline where I died!" exclaim Kevin.

"Uh... I don't recall _that_ timeline. I'm a different Gwen 10,000. I became the president of Bellwood and-"

"I become a president?!" exclaim Gwen in awe.

"That's right, and Kevin & I got married, Devlin was born then two years later, **Sunny Tennyson-Leven** was born. I gave her the Gigatrix Ultimo left it to me and-"

"Gwendolyn, don't spoil the future. Let them discover on their own, if they survive this event." said Paradox.

"Sorry." said Gwen 10,000. Gwen remain in shock as she remember Ultimo's words: _Keep the Gigatrix, Gwen. Soon you will pass it to your legacy_.

"Of course! When I erased Ultimo and kept the Gigatrix, I restore my future in a different way!" said Gwen as she snapped her fingers.

"Okay! Enough chit-chat. What's next?" ask Kevin.

"First, we must take the Hand out of here." said Paradox.

* * *

In the Rust Bucket III, Gwen as **Four Arms** & Looma carried the Hand and strapped it on the wall with chains. Four Arms morph back to Gwen and they join the others to the bridge.

"There are many different timelines; such as Ben found the Omnitrix instead of Gwendolyn and has a twin sister, Gwen was forced to kill Kevin when he lost control, or Albedo transform into **Alien X** and become trapped in that form for 20 years. But Gwen 10,000 here is from your true future." explain Paradox.

"Wow..." mutter Gwen.

"Wait, if my Beloved found the Omnitrix instead of Gwen, what happen to our marriage?" ask Looma.

"Ben 10 never met you until he was 16 so he start dating with Julie Yamamoto." answer Gwen 10,000.

"WHAT?!" snapped Looma. Ben grab Looma's shoulders and quickly rubbed her shoulders.

"Looma, baby, honey, calm down. Just relax... Just imagine our honeymoon... Two of us alone...sitting on the beach, watching the beautiful sunset with its light shining your beautiful red skin... There's no one to brother us so we can make out... And I will give you a nice, relaxing massage." said Ben as he speak softly and manly.

"Ooh, Beloved. So romantic..." sigh Looma. Gwen, Kevin & Gwen 10,000 become wide-eyed and freaked-out. **O_o'**

"A-Anyway, if the Hand is still around, does that mean..."

"Yes, Eon is still alive somewhere in the time bridges. The Eon Gwen 10,000 encountered claims that he's not the Eon we know. We don't know when he'll arrive but we better take the Hand somewhere safe." said Paradox.

"Okay, and can you tell us where to find the rest of Potis Altiare?" ask Gwen but then the time portal appear again and emerged more of Eon's servants.

"Great! More of them!" growl Ben.

"Moment's gone!" growl Looma as she shot up in anger and shoulder-charge the minions into the hanger. Ben throw several mana bolts and blast them down while Gwen activate her Ultimatrix and slam the core down.

A green sphere travel strongly through her blood vessel as her cells start sparking and become a green-highlight silhouette floating in mid-air. She merged with an alien DNA and her body turn X-rayed. Her arms becomes long bladed arms with short overgrowth blade on her elbows, two long bladed legs and her head stretched into point. She grew an eye on her torso/stomach and wore the Ultimatrix symbol on her neck.

"**Starblade!** I wasn't sure I still have her." said Starsapien then she start spinning like a shuriken and tackle them down. Kevin absorb the metal and morph into his hands into blades then clash the minions. Ben activate his Megatrix and slam the core down, releasing a yellow light.

"RAAAGGHH!" roar **Wild Mutt**. He notice there are more of them coming from the portal so he slap the Megatrix symbol on his collar, grew two spikes then turn counterclockwise. A bright yellow pulse travel across his body and transformed; he now has crimson red fur, yellow claws, dorsal shark-like fins on his back and he has a sharp talon on the tip of his tail. Mana leaks out of his claws.

"**Mega Wild Mutt!**" shout the Ultim Vulpinmancer. Then he charge toward the enemies and bash them all down. He then jump up and slam his claws down, sending mana shockwave and send them flying. Gwen 10,000 activate her Omnitrix and slam the core down, morphing into an Incursean but she's taller, her skin are darker and she gain slight muscular body. She wore the evolved Omnitrix on her collar and wore a sunglasses, similar as Bullfrag's.

"**Ultimate ConquerFrog!**" shout the Ultim Incursean then she start back-flipping, evading their attacks then leap on the ceiling, lash her powerful tongue at them, knocking them out then lift the whole DX Mark 10 and ram it against the others. She leap down and knock down two minions. Then she slam the Omnitrix and morph into...

"**Ultimate Titanosaurus!**" roar the Ultim Vaxasaurian. She remain on her feet as the minions charge toward her. She slap one of them away and flick the other. However, the weight of U. Titanosaurus cause the Rust Bucket III to lose atittude then the engine blew up. "Oops..." said U. Titanosaurus.

"Great! My girlfriend now start crashing our plane!? Now I won't let you be even 30 feet near the plane!" growl Kevin and Starblade try to hang on as well as giving a sad expression. U. Titanosaurus press the button and open the hanger. She start shrinking back to normal size as she was engulf in green light. She emerged as...

"**Ultimate Battlefly!**" shout the Ultim Monarchian as she flew ahead and turn around to face the falling Rust Bucket III. She thrust her hands and caught it but pushed her back down to the ground. She increase her strength and stop the fall then she place it down on the ground. Then she create a black tornado that blew out the fire on the plane. The Alien Force emerge from the plane, as well as Paradox. Ben & Gwen are in awe.

"Wow! How can you become Ultimate so quickly?" ask Gwen. U. Battlefly morph back into Gwen 10,000.

"It's all thanks to my new Omnitrix." smile Gwen 10,000 as she show her bracelet-like Omnitrix.

"Cool form!" smile Gwen.

"That's different from the true Omnitrix." add Ben.

"Oh, it's because it got recaliberated. I lost it two years ago and when I recovered it, it recaliberated. It now allow me to transform all of my 10,000 alien forms in their Ultimate forms. I know you might want this ability but it's better if you go by the old way." smile Gwen 10,000.

"Guys! The Hand fell out!" shout Kevin. As they run to the Hand, more minions emerged from the Hand and start attacking them again. Kevin absorb the stone and gain brown rock skin, morph his hand into maces and ram it against the minions. Then morph it into a hammer and slam it against the ground, sending powerful tremor at the minions. Ben activate his Megatrix and start rotating the ring dial until he found the perfect form and slam it down, releasing a bright yellow light.

His body turn glowing green and his skeleton become visible. He now has four fingers and two toes and wore a body armor colored green/black. He wore a mask on his face and the Megatrix on his left brace.

"**Atomix!** My strongest alien form!" grin Atomix.

"I thought Alien X was your strongest alien form?" ask Gwen.

"Not when Bellicus and Serena are arguing." answer Atomix as he manipulated the atom into his hands then unleashed a super-condense energy beam and sweep it across the ground, releasing explosion that send them flying away. One of them slash Atomix's arm off but he regenerated and morph it into a Lightsaber and knock his sword away. Then he morph his foot into **NRG's** leg then did a Sparta's kick on the enemy, sending him crashing on the rocks. Gwen slap the Ultimatrix core and morph into...

"**Enernite!**" shout the Anodite and she swung her arm, sending mana bolts at the rest of the minions, stunning them for Looma to lift a huge rock and throw it at them, knocking them out cold. Then Gwen 10,000 activate her Omnitrix and morph into **Sonicboom** but she has golden armor and gain two powerful speakers on her back.

"**Ultimate Sonicboom!**" shout U. Sonicboom then she instantly bashed all of the minions and fire her Sonic Turrets at the last wave. With the minions away, U. Sonicboom and Enernite approach the Hand while Atomix morph back into Ben.

"We must destroy it! Time for..." Enernite slap her Ultimatrix symbol and morph into... "**Way Big!**" shout the To'kustar. Then U. Sonicboom slap her evolved Omnitrix symbol and morph into...

"**Ultimate Clockwork!**" shout the Ultim Chronosapien. They both fired their attacks at their full strength at the Hand, blasting it with everything they got but failed. Suddenly their symbols start flashing purple. Ben recognized that color signal.

"Oh no! He's here! Looma, I want you to hide." said Ben.

"But, Beloved..." whimper Looma.

"Hide! Now! **Vistio Negatio!**" shout Ben and Looma become invisible. Ben can see her mana as she went to hide inside the Rust Bucket III. A massive purple energy emerged from the Hand and stepping out of the time portal was Eon!

"What's this? Two Gwen Tennysons? And Ben Tennyson, what a surprise." chuckle Eon.

"EON!" exclaim the heroes. Eon extended his hand and fire a time ray at them but was deflected by Ben's mana shield. Way Big stomp on Eon then she lift her foot to see if he's dead. He's still alive!

"Is that your best?" ask Eon. Way Big gritted her teeth and stomp Eon again but he lift her whole foot and toss her backward aaaand...she land hard on her butt. **(A/N: Anyone who read this, what's the result of Gwen when she keep landing on her butt hard uncounted time?)**

"Ouchie! You ask for it- *gasp*" exclaim Way Big as she saw Eon with his time ray charging up. "Wait, wait-" before she can react, she got blasted by the time ray and she got turned into a colorless To'kustar then she got blown away as a cloud of dust.

"GWEN!" gasped Ben & Kevin. Standing in Way Big's place is Gwen. She start coughing then check her Ultimatrix to find Way Big but she's not there.

"I...lost Way Big?" mutter Gwen.

"Now you die!" shout Eon as he fire another time ray. Gwne brace herself for impact but a field of white crystal covered her and withstand the time ray. Surprisingly the crystals didn't aged. "WHAT?!" snapped Eon.

"Give it your best shot, Eon. Diamond doesn't practically age." grin Gwen 10,000 as a pure white version of **Diamond Head** named **Ultimate Diamond Head**.

"&%^# you, Tennyson! GRAAH!" roar Eon as he slam his fist against the ground and send a shockwave. U. Diamond Head create a crystal shield and withstand it. Then Kevin absorb the crystal, gaining white crystal skin and morph his hands into arm blades, then charge toward Eon. He swung his blades at Eon but he barely manage to withstand its blow and blast him with his time ray. He got blown away and got hurt but the crystal protected him from being aged to death. Ben channel all the manas into his hands and nodded to Gwen, signaling her to distract Eon. Then Gwen activate her Ultimatrix and slam the core down, releasing a green light.

A green sphere travel through her blood vessel as she become a green-highlight silhouette floating in mid-air. Her cells start pulsing as she merged with an alien DNA. Her arm become covered in vines then her head,

"**Swampfire!**" shout the Methanosapien then she slap the Ultimatrix symbol and release a green energy pulse, becoming a tree-like Methanosapien with blue orbs. "**Ultimate Swampfire!**" shout the Ultim Methanosapien. Eon growl and summon his servants to attack them. Ben know there are too many so he silently chant a spell and create three clones of himself.

"You three, help the others!" order Ben.

"Sure!" nodded the clones. They activate the Megatrix copies and each of them transformed.

"**Sandbox!**" shout the humanoid sand alien.

"**SSSnakepit!**" shout the seven headed snake-like alien with four legs and wore the Megatrix symbol on his chest.

"**Turbo!**" shout the Kineceleran. The three aliens join in the battle as U. Swampfire bashed all the minions away then Sandbox smack half of them with a mega punch. They tried to slice him but he regenerated and trapped them in a sandstorm. Turbo start tackling some of them at high-speed while Snakepit grab seven minions then slam them against the ground. Kevin & U. Diamond Head overpower the rest. Ben is at full charge and transformed into his true form.

"Everyone, get Eon to stand still!" shout Ben.

"Right!" shout everyone. Sandbox fire a blast of sand at Eon, pushing him back then Turbo run around him at supersonic speed, making him dizzy, Kevin morph his hand into a mace and land a uppercut against Eon's face, cracking his mask and send him flying. Ultimate Swampfire tosses many Fire Bombs and Eon got bombarded then he got sprayed by venom spray from Snakepit and then U. Diamond start firing multiple crystal shards at Eon. U. Swampfire wrap behind Eon in the instant and grapple him. He counter by grab her waist, perform a suplex and slam her against the ground then he blast U. Swampfire with a time ray. U. Swampfire turn into dust, as well as regular Swampfire and Gwen reverted.

"Grrr! All Bens, lend me your powers!" roar Ben then all the minions stop what they were doing and send their mana to Ben. Kevin got confused and remove their helmet while they're distracted. They all have Ben's faces.

"Okay, since when Ben know ninjitsu?" ask Kevin.

"Eon doesn't plan to kill all Bens, instead he drained their powers and make them his slaves." inform Paradox.

"Then that means..." Gwen quickly evade Eon's time ray then land a powerful kick against his face, shattering his mask off. He's the future self of Ben! "BEN!?" gasped Gwen.

"No, I'm not Ben!" growl Eon as he just attacking Gwen but she barely manage to defend herself. Snakepit & Sandbox try to help but Eon land two powerful blows and defeated them, causing them to vanished in thin air. U. Diamond charge in and throw a right cross punch but Eon evade and she accidentally jabbed Gwen into the ground. Kevin remain gazing at Eon.

"He's...from the timeline when Ben remain as Eon..." grumble Kevin then flashes of memory when Ben as Eon defeated 10-year-old Gwen & 11-year-old Kevin then plan to turn Gwen into his slave. Kevin start gritting his teeth hard and clutch his fists hard. "RRAAAAAAGGGHHH!" roar Kevin as he morph his hands into massive fists then tackle Eon into the ground. He start pummeling Eon into the ground, landing blow after blow in fury.

"You're getting on my nerve, Leven!" growl Eon as he land a thrust punch, sending Kevin flying up and crash against the rock, creating a deep hole. Eon stood up then saw the Rust Bucket III and turn to see Ben.

"Take this! HA!" shout Ben as he fire a powerful super-charged mana wave at Eon but he caught it with his hand then redirected it at the Rust Bucket III. Ben got wide-eyed then quickly teleport to that spot and start creating a shield but it was too weak and it got shattered in pieces and he took his attack at full force, causing a huge explosion in the area but the plane was not damaged. The spell on Looma wear off and become visible. She saw Ben remain standing on his feet in his human form.

"B-Benjamin..." gasped Looma.

"Ahh...ugh...Gahh..." panted Ben as smokes emanated from his body then he collapsed on the ground. Looma quickly drop on her knees and hold Ben against her chest.

"Benjamin! Oh Benjamin, wake up!" cried Looma.

"I'm...I'm okay, babe... Just let me...rest for a while." panted Ben. Eon then aim his hand at Gwen and ready his time ray, while Gwen's Ultimatrix suddenly scanned him in a second. Suddenly a green light flashes and a golden blur zoom past them and grab Gwen. U. Sonicboom put Gwen next to Kevin then dash back to Eon, firing Sonic Turrets at Eon, stunning him down then throw a punch but he grab her and slam her overhead against the ground.

"You lose, Tennyson!" grin Eon.

"Gwen! Ugh... Looma, give me the blue rune..." ask Ben.

"Where?" ask Looma.

"In my back pocket, right cheek." answer Ben. Looma gave a sexy grin and shove her hand into his back pocket, grabing the rune but also squeezing his butt. "WAH! Looma!" growl Ben.

"Sorry, Beloved. X3" chimed Looma as she pull out the blue rune. Ben hold the rune in his hand then release it. He grab the lyre nearby and sluggishly strummed it three times. "M-Mugician! Come forth!" shout Ben. A blue ghost emerged from his body. "**Song of Resurgence!**" shout Ben. The ghost enter the rune and 7 notes was played. A purple light bathed down on Ben and all the visible injuries got instantly healed and restore his full strength. But strangely he still feel pain on his rear and it got stronger. He turn around and saw Looma pinching his rear again.

"You just can't get enough, do you?" chuckle Ben as he shook his head. Looma giggle and cuddle his face with her own.

"Nope~! Hey, if Eon and his army of yourself came from the Hand, why not destroy the Hand?" ask Looma.

"But the Hand is impossible to destroy. You saw Way Big and U. Clockwork's powers hardly dent it." explain Ben.

"What about the Aerophibian's nauroshock blast?" ask Looma.

"That's it! Looma, you're a genius! Mmmmm mwah!" Ben gave Looma a strong kiss and she sigh deeply as she was in a lala land. Ben activate the Megatrix then he rotate the ring dial, searching for the Aerophibian form. After passing 74 aliens, he finally found him. He slam the core down and engulf in yellow light.

He thrust his arms up and grew wing flaps, his fingers stretch longer and now has three fingers. He grew a tail and gain curved horn on his forehead. His skin turn crimson red with green stripes that travel down from his shoulders to the Megatrix symbol on his chest.

"**Jetray!**" shout the Aerophibian as he leap into the sky. While Gwen & U. Sonicboom fend off Eon, Jetray dash over the Hand then fire a full-charge nauroshock blasts from his eyes and tail, blasting the Hand that it went through it! He amped it up and move his beam up until it pierce through the core, causing the whole Hand of Armageddon to exploded in a bright purple light. Eon stop fighting as everyone saw the explosion.

"No!" gasped Eon then he look at everyone. Suddenly his whole body exploded in bright light then got erased from time. Then all of his servants disappeared.

"We won! Eon's defeated...Or rather, the evil Ben as Eon got erased!" cheered Gwen.

"Paradox, what happen to the other Bens?" ask U. Sonicboom as she morph back into Gwen 10,000.

"Since BenEon was destroyed, all the Bens return to normal and got teleported back to their timelines, as if nothing has ever happen." said Paradox.

"BenEon? I got a better name for that form. How about **Time Jumper!**" ask Jetray as he morph back into Ben.

"Nice name. Ultimatrix, what did you do in the last second back there?" ask Gwen.

"CHRONIAN DNA SAMPLE HAS ACQUIRED! NEW FORM AVALIABLE!" chimed the AI.

"Hey, hold up your Ultimatrix." said Gwen 10,000. Gwen obliged and hold her watch up. Gwen 10,000 hold up her Omnitrix then their Codon Streams become linked, making Gwen smile widely. Then the Ultimatrix start beeping rapidly.

"TO'KUSTAR, METHANOSAPIEN AND ULTIM METANOSAPIEN HAS BEEN RESTORED! FELINESAPIEN, GALVAN, KINECELERAN, GALVANIC MECHAMORPH, PYROFIGGIAN, PISCCISS VOLANN, PYRONITE, HEDGESAPIEN, PLANTOSAPIEN, VEHICOID, INCURSEAN, NOSEDEENIAN, THEB AHEB & LOBEAN DNA SAMPLES UNLOCKED! NEW DNA SAMPLES ACQUIRED! SHEESH, I GOT EXHAUSTED OF JUST SAYING ALL THAT!" scoff the AI. **(A/N: Did the AI just complained?)**

"Ha ha! I got all of my old aliens back!" chuckle Gwen.

"Yep, and I unlocked some new aliens for you, just to mess around with Azmuth. Hey, don't get your hope up but I can't restore Grid Master. I'm sorry." sigh Gwen 10,000. Tears start welling up in Gwen's eyes then she hugged her future self as she started crying. Kevin arrive and place his hand on Gwen's shoulder. She look back, saw Kevin and tackle him in a loving embrace. Kevin hugged back and comfort her.

"She really love Grid Master." said Kevin.

"I know. Hey, Kevin. Take care of her and promise to never, ever absorb energy. Here." Gwen 10,000 pull out a new Plumber's Badge. Kevin grab it. "Place it on your chest." Kevin did and he got covered in mechanical armor.

"Whoa! What's this?" ask Kevin.

"It's called the **Anti-Osmosian Armor**." answer Gwen 10,000 while Gwen gaze at the armor.

"**A.O.A**?" ask Ben.

"Yeah, it was gifted sent from an old friend. This allow Kevin to absorb energy and discharge it at his foes without suffering the side-effect. With that energy stored, it'll enhanced your elemental armor. Keep it, I already give one to my husband." smile Gwen 10,000.

"Me and Kevin...married. Wow, I wish that dream will come." blushed Gwen.

"It will. Kevin, you better has the guts to tell her because it took you a year to finally speak up." giggle Gwen 10,000. Paradox open the time portal and they went through the time portal. Paradox turn around and face the others.

"The next piece of the Potis Altiare is in Paris, France." said Paradox as the time portal closed.

"Let's go!" smile Gwen after Jury Rigg fixed the plane and blast off.

* * *

They arrive at Paris, France and land in the air field. As they step out, they ran into **Attea, Eight-Eight & Techno**.

"Hello, everyone!" chimed Attea.

"Attea, Eight-Eight, Techno! It's good to see you guys again!" squeal Gwen as she hugged the Incursean Princess, the lone female bounty hunter and the Mechamorph Hybrid.

"Hey guys!" smile Ben as they get out of the ship. "What brought you here?"

"We came here to assist you. We heard you were attacked by Eon. Are any of you still able to fight?" ask Techno.

"Well, Kevin and I are exhausted and need some rest." said Gwen.

"Okay, Ben and Looma can still fight so let's go!" smile Attea. While Gwen & Kevin stay at the Rust Bucket III with Techno and Looma so Techno can be explained about what happen, Ben, Attea & Eight-Eight head down the street of Paris.

"I always wanted to go to Paris." answer Eight-Eight.

"I see you have the Universal Translator active. So how's your brothers?" ask Ben.

"They barely survived the attack from the rogue To'kustar and was unable to assist. I was worry." sigh Eight-Eight.

"Sorry about that. So, I understand your armors give you powers but why you don't wanna show your face. I understand Six-Six's face was the result of mutation but I don't know what a female Sotoreggian look like." ask Ben.

"Trust me, Ben. She doesn't want to because she's shy." answer Attea. Suddenly there was an explosion. They look ahead and saw the **Null Guardians** attacking the city. They charge in the city and the Null Guardians saw them. Attea jump from building to building and fire her weapon at the Null Guardians, knocking them down while Eight-Eight fires her dual energy guns. Ben activate his Megatrix and slam the core down, morphing into...

"**Excalibur!**" roar the red-armored blue dragon then he flap his wings and flew up. He slashes all the Null Guardians then belch powerful ice breath at them, freezing them and shattering them by impacts. As Excalibur land on the ground, he saw a TV news of Will Harangue.

"_Today, on the 'Will Harangue Nation', the so-called superheroes, Gwen 10 & Ben 14, are yet again on a rampage around the world! They start wrecking havoc on Rome, Italy and Paris, France! Someone must stand up to these monsters and stop them from destr-" _Excalibur slam his sword against the TV and destroy them.

"GRR! I hate Will Harangue! And where did he get that videos?! There was no one in Rome except the Forever Knights & we were saving the people from these Null Guardians!" growl Excalibur.

* * *

After Attea & Eight-Eight chase away the Null Guardians, a meteor crash on the city. They went to check it out and found a capsule.

"Attea, look at this. A capsule..." said Eight-Eight. They check the capsule and it open up. There is nothing there except a little capsule colored green/black and has the Omnitrix symbol on the top. Eight-Eight hold it up and rotate the ring dial. A symbol of a Pyronite appear so Eight-Eight press the core with her thumb down and the device release a bright light. Eight-Eight got spooked and drop it on the ground. The device shape-shift into a female Pyronite. She gave a yawn and scratch her eyes.

"What a nap!" yawned the Pyronite.

"Who or what are you?!" ask Attea as they aim their guns at her.

"Whoa, take it easy! I'm the **Unitrix**!" said the Pyronite.

"Unitrix? That's short for 'Unimatrix'? As in, the Omnitrix?" ask Eight-Eight.

"Of course. Watch." the Pyronite morph into an Incursean then morph into a Sotoreggian then back into a Pyronite. "I'm the prototype and first model of the Omnitrix. I take it this is not Galvan Prime, correct?" ask the Pyronite.

"No, this is Earth. What's your name?" ask Attea.

"It's **Eunice**." smile Eunice.

"Come on, maybe you can help us find the piece of the Polis Altiare." piped Eight-Eight as the girls run down the street to catch up with Ben.

* * *

Excalibur, using his mana on the first fragment, following the signal and enter the art museum. He morph back into Ben and continue looking around until he found a larger piece of the Polis Altire.

"Found it!" smile Ben but then he receive a very sharp pain and his right arm got chopped off. "AAAARRRRGGGHHHH!" scream Ben in pain as the blood spill out of his severed arm.

"Heh heh heh! I'll take that, Tennyson!" laugh the unknown voice and Ben gritted his teeth in rage!

"**Sunder!**" snapped Ben as he turn around and fire his mana eye ray at Sunder but he block it with his staff. Then he smack Ben against the wall and took the piece of Polis Altiare then flew off on his hover board. Ben struggle to stand up and heard a voice.

"_Ben! We found a device called the Unitrix named Eunice. She's helping us to find the piece._" said Attea over the comm link on the Megatrix. Ben answered.

"Y-Yep! Myaxx told me Azmuth built this Unitrix before he build the prototype Omnitrix while I was visiting Azmuth a month ago...Argh!" grunt Ben.

"_What happen?_" ask Eight-Eight.

"Sunder stole the Polis Altiare's fragment and cut my arm off." answer Ben in pain. Suddenly the ceiling collapsed and enter Looma with a panicked look on her face.

"Beloved! Oh my God, what did Sunder do to you?!" gasped Looma as she hugged her husband.

"Looma...chase after Sunder and get that fragment...ugh...p-please..." grunt Ben. Looma nodded then leap her way out of the building, saw Sunder then in anger, she leap after him. She jump toward Sunder and tackle him into a building. Sunder recover and glare at the Tetramand Princess.

"You arrogant behemoth!" growl Sunder.

"HOW DARE YOU SEVER MY HUSBAND'S ARM! YOU WILL PAY FOR THAT!" roar Looma as she slam her fists against the floor, sending shockwave and debris toward Sunder. He swung his staff and canceled the attack. Looma charge toward Sunder and tackle him against the wall, bore through it and crash against the floor, causing it to fall apart and they fell down, battling each other as they crash through the floors and knock over a gas tank, causing to ignite and exploded in flames, burning the building.

Ben saw the flames and glare strongly. He start channeling his mana to his wounds then he slowly regenerated and grew a new arm. Then he activate his Megatrix and search through all 100 alien forms until he found three perfect form.

"Okay, Sunder, you ask for it!" growl Ben as he slam the Megatrix core and release a bright yellow light.

His whole body become a blue/green bodysuit, his forelegs and forearms grew spikes then he become a humanoid feline, different from Tigra or Wild Cat. He wore the Megatrix symbol on his chest.

"**Fast Track!**" shout the feline as he run out of the museum and travel down the street at supersonic speed.

Within the buildings, many people manage to escape but Looma & Sunder remain inside, clashing each other with their brute strength. However, Sunder proved himself too powerful for Looma and smash her against the wall, causing the ceiling to collapsed on her.

"Sweet dream, princess." grin Sunder as he burst out of the wall and fled to the Eiffel Tower.

"Grah! My back!" yelped Looma. Suddenly everything turn into ice and she become very cold. Then, smashing through the ceiling and land in front of her is **Mega Articguana**.

"Hey, Looma, are you okay?" ask M. Articguana.

"I-I'm fine but...my back..." whimper Looma. M. Articguana rubbed her back and she cringe in pain. M. Articguana slap the evolved Megatrix symbol on his chest and morph into...

"**Healster!**" shout the offshoot of Ectonurite. He then heal Looma's back and she feel much better now. She stood upright in a sexy pose as she gave a loving smile.

"Thank you, Benjamin." smile Looma.

"Get back to the Rust Bucket III with Attea and Eight-Eight. I'll handle Sunder alone. I'm going to make him pay for cutting my arm _and_ hurting my wife!" hiss Healster as he morph back into **Fast Track** and dash out of the frozen building.

"Go get'em, tiger." grin Looma.

* * *

Sunder send the Null Guardians to devour the humans in the Eiffel Tower while he rest on the top. They try to devour the people but a blue/green blur tackled all of them and knocked them out cold as it travel its way up to the top. Then Fast Track arrive at the top and confront Sunder.

"How dare you harm my wife?!" snapped Fast Track.

"Aw, you two has such fierce temper. What a terrible couple." chuckle Sunder. Fast Track's eyes start twitching in rage then slam his Megatrix symbol, morphing into a large mechanical alien with large arm and bulked legs. He has small green eyes. On his chest is the Megatrix symbol.

"**Gasket!**" shout the bio-organic android. Then they charge toward each other and collided, releasing a shockwave. Gasket grab Sunder and ram him against the beam and dented it. Sunder recovered and ram his staff against Gasket, sending him sliding backward but regain his footing. He grab his staff and hammer toss him down but Sunder counter and slam Gasket on the floor hard. Then he start piercing through Gasket's armor.

"GAH! GRRR!" growl Gasket as he grab him and head butted him against the elevator. Gasket slam his fist on the Megatrix and morph into...

"**Spider-Monkey!**" shout the Arachnichimp.

"You think you can beat me as a Arachnichimp?" ask Sunder.

"Not exactly, I will beat you as..." Spider-Monkey slap the Megatrix symbol and grew two spikes, turn clockwise and release a energy pulse. Spider-Monkey lost his second pair of arms but his fur become dark violet with purple skin, he transform into a fierce gorilla with six eyes, hinged jaws and grew two pairs of spider legs. Mana leaks out of his eyes and the tips of his spider legs.

"*gorilla noise* **Mega Spider-Monkey!** RAAAAAGHH!" roar the Ultim Arachinichimp as he pound his chest. Sunder begin to attack but M. Spider-Monkey overpowered him with his massive strength then he open his hinged jaws and spew powerful webbing at Sunder, pinning and trapping him on the wall, defeated. M. Spider-Monkey morph back into Spider-Monkey then into Ben. He pick another piece then teleported himself back to the Rust Bucket III, where the others are waiting.

"Got the second piece, Gwen." said Ben. Looma hugged Ben and start cuddling his face. Ben cuddle back and then whisper something into her ear. She gave a smile and they went into the hanger.

"I believe the reason Looma got defeated easily, it's because she's two months of pregnancy." said Eight-Eight. Eunice touch Gwen's shoulder and downloaded her DNA. Then she morph into a human with blond hair but have no clothes. Kevin & Techno got wide-eyed in shock then look away. Gwen quickly tosses some clothes to Eunice so she can dress up. Once she's fully dressed, she absorb the fragments and scan its data.

"Okay, the next pieces is located in...The Great Wall of China." answer Eunice.

"Then to China!" cheered Gwen as they take off and head for China.

* * *

Meanwhile, within the Cosmic Storm that pass over a planet, a black/blue/white To'kustar with red eyes and red Omnitrix symbol on his chest fold his left arm horizantally then place his right arm vertically. Then he unleashed a powerful Cosmic Ray and it pierce through a planet, destroying it completely. Then he heard a voice and he scoff in annoyance.

"What do you want?" ask **Evil Way Big**.

"I'm here to assist you, Albedo." said a sniveling alien named **Psyphon**.

"You got ten minutes before I kill you!" boomed Evil Way Big as he ready his punch.

"AH! O-Okay... I used to work for Vilgax until I heard about his death 5 years ago. I only serve the strongest. I was considering to work for Aggregor but he prefer to work alone. And look what happen: he got defeated and back-stabbed by his own sister. B-Beside, I control the **R.E.D.s **(**R**obot **E**xtermination **D**evices) and I can sent them to find whatever you want!" said Psyphon.

"Fine, send your drones to find the Potis Altarie!" order Evil Way Big.

"At once." said Psyphon then activate all the R.E.D.s on Earth and headed for China.

* * *

**Jen- Chapter finished. I'll send the next one. Um...which one...**

**Axle- Look, I'm sorry for my rudeness. Shall we be friend again?**

**Kida- Heh, you're so sweet. Mwah!**

**Axle- O.O!**

**Kida- Heh heh, come on. Let's continue our fanfic. *She ran ahead while I remain frozen like a statue***

**Jen- Who love the new aliens? I can't wait for my new brother!**


	52. Cosmic Destruction

**Chapter 52: The Cosmic Destruction**

**Axle- Here, Kida, you read the chapter.**

**Kida- No, you read it~.**

**Axle- My, aren't you feisty.**

**Kida- I know~. *She release a huge cloud of foul odor from her body, due of being in love with yours truly***

**Ben- ACK! Gross!**

**Kevin- Open the window!**

**Gwen- Light the match! EEW!**

**Jen- And that's the result of a kitty skunk for eating 20 burritos. Yucky. *She cover her nose***

**Looma- Oh God, Kida, see a doctor!**

**Jen- Sending new chapter now! *She press the button "Post"***

* * *

Alien Force land the Rust Bucket III on the front gate of the Great Wall of China. Everyone exit out of the plane but Ben stop Looma in her track.

"Looma, stay in the ship." said Ben.

"What?! Why?!" ask Looma.

"Looma, you're pregnant. It reduced your strength so you must stay in the ship." explain Ben.

"No, I can still fight." protested Looma.

"Looma, you can't!" Ben declined.

"Benjamin, I will fight and-"

"LOOMA, I CAN'T LOSE YOU AND OUR SON!" shout Ben at the top of his lung as he grab her lower set of arms and shook her a bit. Looma become touched and broke down in tears.

"Benjamin..." sobbed Looma.

"Looma, if I lose you and our unborn son, I will be devastated and Jen will be heartbroken when she found out her mother and her new brother died. So please, stay in the ship." begged Ben. Looma nodded and gave Ben a kiss. She went inside the plane with Attea, who promise Ben to look after her. They enter the Great Wall of China and split up; Ben, Eunice, & Eight-Eight head right while Techno, Kevin & Gwen head right.

* * *

-Team A-

Ben, Eunice and Eight-Eight search around the area on the east wall. Suddenly they got surrounded by the R.E.D.s

"What are they?" ask Ben.

"Robotic Experiment Devices or R.E.D.s for short!" answer Eunice as she morph into a Vaxasaurian.

"Shoot them down!" shout Eight-Eight as she pull out her guns and start shooting, with the aid of her turrets. The R.E.D.s fought fiercely and was overwhelming them so Ben change tactic. He activate the Megatrix, turn on the Evolution function then slam the core.

Ben's body become covered by tree barks then become bulked and strong. He gain blue orbs on his body and leak out mana. He wore the evolved Megatrix symbol on his chest.

"**Mega Swampfire!**" shout the Ultim Methanosapien.

"My turn." grin Eunice then she morph into a Robosapien. Eight-Eight pull out a energy cannon and they stood together back-to-back & unleashed their massive attacks in circle, blasting all the drones around them. After that, they reverted back to normal and Eight-Eight saw someone below the wall.

"KRAAB!" shout Eight-Eight.

"Kraab?!" exclaim Ben as he went to check who did she saw. Below them is Kraab. Ben haven't seen him since the event where they first met Six-Six and Tetrax Shard. Kraab look up to see who called him.

"Eight-Eight? What are you doing here?" ask Kraab.

"I was going to ask you the same thing!" growl Eight-Eight.

"I'm looking for some alien artifact. If you're after it too, then back off." scoff Kraab as he went ahead.

"He's looking for the Potis Altiare!" gasped Eunice.

"Follow him!" shout Ben as he jump down the wall and slam the core, releasing a yellow light and morph into...

"**Stinkfly!**" shout the Lepidopterran as he chase after Kraab. Eight-Eight fly after him using her jetpack and Eunice follow as a Aerophibian.

* * *

-Team B-

Gwen, Kevin & Techno search hard around the area until the R.E.D.s appear and attack them. Kevin absorb some stone and manage to hold them off for now but one of them knock him against the edge.

"YAH!" exclaim Kevin as he grab on the edge of the wall. Techno turn into a blob and merged with the drone, overriding and force it to attack its allies while Gwen activate her Ultimatrix and slam the core down.

A green sphere travel through her blood vessel as she become a green-highlight silhouette floating in mid-air. Her cells start pulsing as she merged with an alien DNA. Her arms become covered in rocks then the rest of her body. Her rock-like body then ignited in lava-like glows and her head burst in flames.

"**Heat Blast!** Oh yeah, baby! I'm back!" grin Heat Blast as she fist pump then thrust her hand and fire a heat ray at the drones, melting them into metal blobs. She then create two fireballs and blast the drone away.

Kevin grab one of the R.E.D. and drain its energy source but thanks to the A.O.A., it was stored to the armor instead of his body and use the electrokinesis to push himself up. He morph his hand into a spiked mace and slam one of them into a scrap metal. Heat Blast confront the drone, land two punches then a rising, flaming uppercut then she ground pound into the ground, sending flaming shcokwave and knock the last drones off the wall.

"Okay, whoever sent these guys, knew we're here." panted Kevin.

"Let's get moving. I sense the other pieces over there." said Techno.

"Yeah!" smirk Heat Blast.

* * *

-Team A-

The trio are gaining on Kraab, after he snatch the piece of the Potis Altarie. Eight-Eight start shooting at Kraab but he evade by jumping on the wall and blast her with a slime gunk, knocking her down. Eunice & Stinkfly attack but Kraab jump away and start spinning his legs like a drill and burrow underground.

"Get back here!" shout Stinkfly as he release a bright yellow light and emerged as...

"**Armodrillo!**" shout the Talpaedan as he crash on the ground, slam his fists down and burrow underground. Eight-Eight & Eunice enter the hole to follow Armodrillo. Kraab burst out of the ground near his ship and quickly run as fast as he can but the ground exploded and emerged the trio in front of him. Eight-Eight throw multiple spikes but Kraab blocked them with his claw then slam Eight-Eight's back, damaging the jetpack and she start flying out of control until she crash against the trees head-first. Eunice fire the nauroshock blast at Kraab but he grab her with his claw then slam her against Armodrillo, knocking them down. He jump over and climb his way up to the ship. Armodrillo got up and charge ahead.

"It's time for Humungousaur!" shout Armodrillo as he slap the Megatrix and morph into...

"**RAAATH!** Fine, Rath's better anyway!" growl Rath as he jump his way up and reach to Kraab's ship. "HEY! HEY, LET ME TELL YOU SOMETHING, KRAAB, INTERGALACTIC BOUNTY HUNTER FOR HIRE! NOBODY LEAVES UNLESS RATH SAY THEY CAN LEAVE, CAUSE RATH GOES FIRST!" shout Rath as Kraab took off and try to flee. Rath jump and grab the ship with his claws.

"IS THAT ALL YOU GOT, KRAAB'S SHIP?! 'CAUSE RATH GOT A LOT MORE! IN FACT, I WILL GIVE YOU ALL THEN MAKE YOU LIKE THEM THEN I'LL TAKE THEM!" argue Rath as he hang on the ship. Eight-Eight and Eunice heard his argument.

"You know, Rath is my favorite form. I could just sit back, eat some popcorn and enjoy the show." giggle Eight-Eight.

"Yeah, the Appoplexian are vicious but funny too." nodded Eunice.

Rath start tearing the ship apart and Kraab lost control.

"Darn it! Tennyson, you're wrecking my ship!" growl Kraab but he didn't heard him.

"IS THAT ALL YOU GOT, CRASH!?" shout Rath then the ship got torn apart and Rath lost his grip as Kraab crash on the tree, without damages. However, Rath is falling to his doom. "LET ME TELL YOU SOMETHING, GRAVITY! YOU. CAN'T. BEAT. RAAAAAAAATH!" roar Rath as he crash against the ground with such force. Eight Eight & Eunice went to check if Rath is alright. They found a Rath-sized hole.

"Ben?" ask the girls.

"Ugh...Argh..." grunt Rath as he climb his way out and shook his head. "GRR! LET ME TELL YOU SOMETHING, STUPID RATH-SIZED HOLE! RATH WILL DESTROY YOU! HA, GRAH, YAAH!" yelled Rath as he start stomping at the hole.

"Oh for crying out loud, Ben, stop it!" snapped Eight-Eight.

"Grr! Grah!" scowl Rath as he kick the dust in the air then saw Eight-Eight with her arm crossed and Eunice gaze at him. "Sorry." said Rath as he morph back into Ben.

"Ugh...I give up...Take this tech and leave me alone..." moan Kraab as he throw the piece and walk away.

"One down, who knows how many is left." smile Ben.

* * *

-Team B-

Heat Blast, Kevin & Techno located the other fragment but they got attack by a dragon.

"Great, now we fight a dragon?" moan Kevin.

"I'll handle him, handsome. You guys just try to find that fragment piece." said Heat Blast as she slap her Ultimatrix symbol and morph into...

"**Rainbowgon!**" roar the Dragonite as she took off in the air and confront the Dragon. They start clashing each other, striking with claws, bite and tackle. The Dragon tackle her against the wall and she roared in pain. Her two heads lung forward and bite the Dragon's arms. The Dragon growl and bite the center head's neck.

"GYAAH!" scream the middle head.

"That hurts, man!" growl the second head.

"Yeah! Let's blast him!" grin the third head as she belch a electrical beam at the dragon, pushing it back then the fourth head breathe ice blast at him, freezing him but he counter with his fire breath. Rainbowgon evaded it and resume battle against the Dragon.

Meanwhile Kevin & Techno search around the area until Techno found a piece of the Potis Altarie.

"One down, few more to go." smirk Techno.

"Okay, all together now!" Rainbowgon inhale deeply and all the heads belch their elemental attacks, combined into one. The Dragon counter with his flame breath but Rainbowgon's attacks is too powerful that it engulfed the Dragon and exploded into pieces. Rainbowgon land on the ground and morph back into Gwen.

"Mission completed!" chimed Gwen. Once Team A & B return back to the Rust Bucket III, Looma was puking her lunch out and Attea said Looma is not two month of pregnancy, she's five month. Gwen shrugged and complain that they'll never get used to the Tetramand's breeding progress.

* * *

Evil Way Big and Psyphon was watching the video screen where the Alien Forces fights Psyphon's R.E.D.s

"Grrrr! TENNYSON!" roar Evil Way Big as he start smashing asteroids and even destroying part of the larger asteroid. He then glare at Psyphon.

"I thought you said the R.E.D.s can defeat Ben Tennyson and his pathetic friends!" growl Evil Way Big.

"I-If we can't stop Ben and Gwen with the R.E.D.s then we should sent the drones to kidnap one of their most trusted allies and put him or her under your control." stutter Psyphon. Evil Way Big calmed down and growl.

"Do it." he said.

* * *

Several hours later, they receive a message from Julie Yamamoto and Cooper.

"_Ben, we're under attack! We need Gwen's help! She must come to Tokyo alone!_" said the message.

"Okay, I'll teleport her there. Gwen, we're going back to Bellwood so we can check on the others." said Ben.

"Okay. I'll be back soon." smile Gwen as Ben chant a spell and teleported her to Tokyo, Japan.

* * *

She arrive at the downtown street of Tokyo. By the minute she arrive, she got stampeded by the crowd of crazy-fan-boys and girls.

"It's Gwen 10!" cheered the Japanese boy #1.

"_Oi_, it's Gwen 10!" shout the Japanese girl #1.

"Waahh!" yelped Gwen. They start speaking in Japanese but Gwen understand they want her to sign autographs. So she quickly rotate the ring dial and slam the core. She release a bright green light that made the fans cover their eyes. In Gwen's place is...

"**Ditto!**" shout Splixian. "Whoa, I haven't use Ditto since...forever." said Ditto. She start multiplying herself until there are 20 Dittos. Thanks to that, they were able to sign all of their posters and stuffs then slip away. She morph back into Gwen and continue search around the town.

* * *

In Bellwood, the Alien Force discovered the town was under attack. Why Grandpa Max hasn't call them was unknown. They quickly land near the Mr. Smoothy's and exit out. Suddenly the Rust Bucket III got blasted by a laser cannon and went flying until it crash on the building.

"My plane! And my car was in there!" exclaim Kevin.

"Don't forget my car!" said Ben.

"Uh...guys, we got big problem." said Eunice. They turn around and saw a large bulked black robot walking through the damaged city.

"T-That's a Tachyon Robot! They're custom-made drones created to destroy its target. Right now, this model was made specifically for...Ben." said Techno.

"Well, let's get that freak!" growl Kevin as he fire the remaining electrical energy and blast the Tachyon Robot but he kept moving. Then he absorb the metal and morph his arm into a battle axe. He charge toward the robot and slam his axe against his legs but it got shattered to pieces. The robot kick Kevin and he crash on the car, forcing him to dissolve his armor. Eunice become a Pyronite and blast him with her heat wave but he suffer no damages. Attea & Eight-Eight ram him with all of their might but failed as he backhanded them into the ground.

"Techno, can you merged with him." ask Attea.

"No. Since it was designed to destroy Ben, it has an electrical defense system to prevent any Mechamorph from hacking its system." sigh Techno.

"Oh, yeah! Well, I got a big brute too!" grin Ben as he activate his Megatrix and morph into...

"**RAAATH! **LET ME TELL YOU SOMETHING, YOU CUSTOM-MADE TACHYON ROBOT, DESIGNED TO SPECIFICALLY DESTROY ME! YOU MAY BE STRONG BUT RATH IS EVEN STRONGER!" shout Rath. When the Tachyon Robot stood in front of Rath, he's much bigger then him.

"Except for the part where you are bigger...and taller than me. But it doesn't matter! 'Cause the bigger they are, the harder-WAH!" yelped Rath as the robot blasted him with his arm cannon. Rath crash against the Mr. Smoothy's wall and left a crack mark. "Ugh...Rath don't remember the rest of that part..." moan Rath as he rub his head, stand up and march toward the robot.

"THE BIGGER THEY ARE, THE HARDER THEY FALL! THAT'S WHAT RATH IS GOING TO SAY! RAAAAGHH!" roar Rath as he pounce on the robot then land several head butts but he hardly felt it and push Rath down. Rath quickly grab the car and use it as a shield to block the barrage of laser bolts from the robot then kick the car at his face and exploded. But he still suffer no damages. Rath attack him with everything he got but he can't land not a single damages and only small damages from his mana attacks. The Tachyon Robot reveal his tri-cannon and start charging its energy. Then he fire a powerful energy beam and, while the Alien Force evade the attack, the beam went through the Mr. Smoothy's restaurant, leaving a huge gaping hole.

"Whoa!" said Eunice.

"Uh-oh." said everyone else. Eunice was confused then got spooked by the building collapsed into the ground. They all look at Ben and he act like he seen a ghost. Then he turn around and face the robot.

"No...RAAAAGHHH!" roar Rath and the Megatrix read his consciousness so it automatically activate the Mega Evolution function. The symbol grew two spikes then turn clockwise, releasing energy pulse across his body. His fur is now darker-grey and has mane on the back of his head, he grew two extra claws on each hand, like Wolverine, and mana leaks out of his eyes.

"**MEGA RAAAAATH!**" roar the Ultim Appoplexian. Then he thrust his hands and unleashed a powerful mana wave that knock the Tachyon Robot into the ground, causing the pavement to shifted upward. M. Rath land on top of him and point finger.

"LET ME TELL YOU SOMETHING, YOU CUSTOM-MADE TACHYON ROBOT, DESIGNED TO SPECIFICALLY DESTROY ME! YOU CAN BEAT ME UP, ***He land two jabs on his face*** YOU CAN BREAK MY BONES, ***He land another jabs*** YOU CAN HURT MY FEELING IF I HAVE ANY, ***And another*** BUT NOBODY, AND I MEAN NOBODY, HURT THE SMOOTHIES!" boomed M. Rath as he throw a thrust punch but the robot move his head side-way and the punch missed. He push M. Rath away and start shooting at him but M. Rath swung his claws and slice his arm off. Then he throw a powerful mana-charged punch.

"**_ATOMIC THRUST PUNCH!_**" Then he wrap behind him and wrapped his arm around his waist then slam him overhead.

"**_ATOMIC SUPLEX!_**" Then he jump and grab his head then throw him into the ground.

"**_AERIAL ATOMIC SUPLEX!_**" Then Rath climbed to the top of the Mr. Smoothy's sign.

"FROM THE TOP ROPE! **_MEGA CROSS-X BODYSLAM!_**" M. Rath jump down and ram the robot against the ground, unleashing a pillar of mana energy wave into the sky. As the energy faded, M. Rath stood up and the robot got dismantled and broken. He morph back into Rath then into Ben. Then he drop on his knees.

"WAAAAAHHH! MY FAVORITE SMOOTHIES RESTAURANT IS GONE!" cried Ben then Kevin punched his face.

"You're crying over a FROZEN DRINK?! Have you forgotten that your wife is still in-"

"Ship? I already save her." said Eunice as she arrive with Looma.

"Wow, I never seen you as a Ultim Appoplexian." smile Looma.

"And it was so entertaining." smile Eight-Eight, who is holding a box of popcorn.

"Techno, where does this robot come from?" ask Attea. Techno merged with the head and scan its data. He emerged and answered.

"They were build from the destroyed Forever Knight base, where Ben as Badaboom rigged the Knights with 400 Micro-Badaboom." said Techno.

"Ben, you find this base and make sure there are no more robots. We'll check the Plumber's HQ and the town to see if there are survivors. We'll send Alan, Pierce & Helen to back you up." said Attea as she and the others head to Big Ed's Auto Parts. Ben transform into **Turbo** and dash off at supersonic speed.

* * *

Back in Japan, Gwen continue searching for Cooper and Julie, while dodging the Japanese fans. Then he heard a loud noise and saw a big tent. She begin to wonder.

_*I don't remember if Japan has circus._* wonder Gwen. She walk up the tent's entrance and read the sign that said 'ZOMBOZO'S CIRCUS SHOW'

"Zombozo?! But what...how..." wonder Gwen. She quickly barge through the tent and search around the tent. In the center of the room, she found **Thumbhead, Frightwig & Acid Breath**.

"Well, well, if it isn't the Circus Freaks!" grin Gwen. They turn around and saw Gwen. They got surprised but each then share a grin.

"Well, well, if it isn't Gwen 10." chuckle the evil voice. Gwen turn around and saw Zombozo. "Have you come to see my show?" ask Zombozo as he step out of the shadow. Gwen got shocked and horrified of what she saw: He got brutally beaten to near death, his right chest got torn open and reveal his rip cage, his teeth are rotten and his lips are torn and disfigured. He has one eye and has flies buzzing around his head.

"Oh my God!" gasped Gwen.

"Shocking, isn't it? It was your cousin, Ben 14, who did this to me." grin Zombozo.

"Ben?" ask Gwen.

"Remember the little show about Sunny, Vulkanus & I kidnapped Ben's little baby?" said Zombozo.

"Well, you do know Anodites has furious anger. Or maybe Sunny didn't told you that." grin Gwen.

"Get rid of her while I enjoy my snacks." said Zombozo as he walk away. Gwen knew it. Zombozo is devouring happiness from the Japanese folks. The Circus Freak surrounded Gwen but she gave a grin and slam the Ultimatrix symbol. She morph into...

"**Superwoman!**" shout the Kryptonian. Thumbhead throw a punch against her face but it didn't phase her and she just grin as she grab Thumbhead's fist and twisted his wrist. He yelped in pain then, using her thumb, Superwoman jabbed Thumbhead down. Frightwig lash her tentacles at Superwoman but she evaded it and slap the Ultimatrix symbol, morphing into..

"**XLR8!**" grin the Kineceleran then she start running around Frightwig at supersonic speed, causing her to get tied up by her tentacles. Then she morph into...

"**Stinkbomb!**" shout the Skunkain. Acid Breath spew toxic goo at Stinkbomb but, to Acid Breath's surprise, Stinkbomb drank up all of his toxic goo then her belly got a little fat. "Yummy! For your information, I can drink or inhale anything that are toxic. Plus, I'm a skunk so the more toxic I absorb..." Stinkbomb turn around and aim her furry butt at Acid Breath. Frightwig and Thumbhead recovered and saw Stinkbomb's butt, making all of them wide-eyed.

"The more powerful my attack will be!" grin Stinkbomb as she shook her booty and lift her tail high. "FIRE IN THE HOLE!"

Outside the tent, the tent shook as an explosion of green toxic gas erupted from within. Back inside, the Circus Freak got knocked out cold by Stinkbomb's gas. Then she morph back into Gwen and went deeper in the tent to find Zombozo. She found him and quickly transform into **Blossom Rose.**

"Zombozo! Tell me where is Cooper and Julie?!" ask Blossom Rose.

"Oh, I will not tell you! Heh heh... HA HA HA HA!" laugh Zombozo.

"Grrr! Okay, then I'll beat you down hard, Ultimate Style!" shout Blossom Rose as she slap the Ultimatrix symbol. It grew four spikes, release a green pulse energy and she now has Venus Plant's jaws on her belly, two large tulips on her shoulders, her skin turn darker green and wore beautiful flower dress. Her rose bud become fully bloomed and she grew fangs, sticking out of her rose-colored lips. "**Ultimate Blossom Rose!**" shout the Ultim Plantosapien.

* * *

Ben arrive at the ruined Forever Knight's castle. He searching around the derbis until he saw and evade a sword. He look up and saw the **Forever King**.

"I take you're the Forever King?" ask Ben.

"You...You destroyed the Forever Knights... You destroy everyone! We are trying to protect the Earth from alien scums and-" Ben grab the Forever King's collar.

"YOU TRIED TO KILL MY FRIENDS AND MY DAUGHTER! AND THIS IS WHAT HAPPEN IF YOU DARE TO HARM MY FRIENDS AND FAMILIES!" snapped Ben then he push the Forever King into the rubble.

"Now I will find the base who built the Tachyon Robots and destroy it." growl Ben as he walk away. The Forever Knight shot up and slam his sword against Ben's Megatrix and damaged it. Ben counter by firing the mana energy wave, slamming him against the wall. "DO YOU HAVE A DEATH WISH?!" growl Ben as his eyes glowed sky-blue.

"I...must avenge my knights..." grunt the Forever King.

"There is nothing to avenge here! You lost! That's Azmuth's sword, so hand it over!" growl Ben.

"I...will not..." Ben snatched the sword away from the Forever King and glare at him.

"The TRUE Protector of the Earth are the Alien Force! We save innocent lives, humans and aliens alike. Now get out before I kill you!" growl Ben as he walk away and enter the hidden cave. Forever King kneel down and start sobbing heavily for the loss of his whole army and base operation.

Ben encounter Azmuth and gave his sword back then, after Azmuth lefted, he enter a hidden base and located the Tachyon Robot factory. After a short call, Alan, Helen & Pierce arrive in the instant. However, when the Alien Hybrids arrive, the alarm sounds out.

"_Warning! Warning! Tetramand & Kineceleran detected! Releasing Tachyon Robots!_" said the P.A. Suddenly several Tachyon Robots surrounded them.

"Oh great!" moan Helen.

"Heads up." said Pierce.

"It's Hero Time!" shout Ben as he activate the Megatrix and slam the core down. However, the core release a surge of yellow energy and fire energy beam at Helen, Alan and Pierce.

"WAAAAAAAAAHHHHH!" scream the trio. As the light faded, the P.A. speak again.

"_Warning! Gourmand, Amperi, Solarite detected!_" said the P.A.

Ben remain surprised as he saw what happen. Alan transform into **Solar**, Pierce transform into **AmpFibian**, and Helen transformed into **Upchuck**.

"Uh...That was unexpected." said Ben.

"What did you do to us?!" snapped Pierce in a raspy voice.

"Hey, I'm hotter then ever. AWESOME!" shout Alan in an awkward tone.

"EEK! I'm ugly!" scream Helen. The Techyon robots start attacking Pierce and Alan, but they instantly destroyed them without problems of using different powers. Ben use his mana to grab and slam the robot against the others. Helen puke acid slime at the Tachyon Robot but had little effect.

"Ben, this form is no good. Turn me into something else." said Helen.

"Which?" ask Ben.

"I don't know! Nova Blast, NRG, or Gasket. AH!" yelped Helen as the Tachyon Robot grab her head and lift her up. "Anything! Quick!" begged Helen.

"I hope it still work." said Ben as he close his eyes and slam the core. It release a yellow light and Helen transform from Upchuck to...

"**RAAAATH!** LET ME TELL YOU SOMETHING, YOU SUPER-POWERFUL TACHYON ROBOT!" snapped Helen as a female Appoplexian and she ripped the robot's head off. "YOU SHOULD'VE QUIT WHILE YOU'RE 'A HEAD'!" growl Helen as she squash the head with her bare hand. She run ahead and more robots surrounded her.

"YOU WANNA PIECE OF ME? YOU WANNA PIECE OF ME?! RAAAAAGH!" roar Helen as she start bashing all the robots apart,

"Rath. Rath is good." smirk Ben then a beheaded robot appear behind Ben but a burst of acid blast the robot against the wall. Ben look and saw Alan as **Spitter**. "Nice spit!" said Ben.

"Don't mention it." smirk Alan. Then Pierce, now transform into **Blitzwolfer**, is letting his rage out as he start slashing all the robots.

"_Warning! Appoplexian, Spheroid and Loboan detected!_" said the P.A. "_Releasing more Tachyon Robots_."

"LET ME TELL YOU SOMETHING, MYSTERIOUS VOICE WHO NOBODY CANNOT SEE! YOU CAN KEEP SENDING MORE ROBOTS AND WE ARE GOING TO KEEP BASHING ALL OF THEM UNTIL BEN FIX HIS STUPID WATCH!" shout Helen as she join with her brother to destroy multiple robots while Alan spew acid slime at the rest.

"Tiger girl is right, Ben." said Alan.

"RATH HEARD YOU, ALAN ALBRIGHT!" shout Helen.

"You gotta fix your watch, like now!" said Alan as he tackle the robot down. Ben shook his head.

"Boy, am I stupid?" groan Ben.

"LET ME TELL YOU SOMETHING, BENJAMIN KIRBY TENNYSON! EVERYBODY KNOWS THAT!" shout Helen.

"AAWWWWOOOOO!" howl Pierce as he blast the other robots with his sonic howl.

"Megatrix, activate Hard Reset." said Ben.

"HARD RESET ACTIVATE! PLEASE PRESS THE CORE." said the AI kindly. It display the hologram of Rath as the core sink inside.

"Here goes nothing." said Ben as he slap the core and release a bright yellow light. Helen, Pierce, and Alan reverted back to their original forms. Then the P.A. called out again.

"_Warning! Youja detected!_" said the P.A.

"Oh, how did you guess?" ask Ben, who transformed into a humanoid alien with claws and dreadlocks hanging from his head. He wore an armor and has the Megatrix symbol on his chest. "I'm calling this one...**Predator!**" chuckle Predator as he turn invisible and his eyes flashes before fading away. They all wonder where did Predator go until the last wave of robots got slashed apart. Then they heard a chillin whisper.

"Over here... Over here... Turn around." said the voice. When they turn around, Predator appear uncloaked and said "Boo"

"GYAAH!" scream the trio.

"MWAH HA HA HA!" laugh Predator. "Come on, let's rigged this place to blow." said Predator as he activate his Pulse Cannons on his shoulders and ready his claws. Helen ran ahead with others following her.

* * *

Back in Tokyo, Japan, U. Blossom Rose smack Zombozo against the wall then blast him with a powerful perfume that knock him out cold. Then she summons a Venus plant to trap him inside.

"Hmph! That'll cancel your show." scoff U. Blossom Rose. "Hmmm... Maybe I should use my new alien to find out where did they took Julie & Cooper." U. Blossom Rose slap her evolved Ultimatrix symbol and morph into...

"**Clockwork!**" shout the Chronosapien. Then she start rotating her winder, or whatever, and release a pulse of green energy. Everything turn green and Zombozo & his goons appear. Everything start rewinding until Clockwork stopped to the part where Cooper and Julie are. Judging of the event, they were captured by the R.E.D.s and Zombozo told them to take them to the Tokyo Tower. She ended the playback and morph into XLR8 and dash off to the Tower. Once she arrive, she found Julie in her Mechamorph armor, battle-damaged and exhausted.

"Julie!" said XLR8 as she dash to her best friend. Ship jump off her and start whimpering. "Julie, Ship, what happen?"

"It's...It's Cooper...These robots... They pulgged him into some kind of a system or something... Then they add that green alien tech piece and he turned evil! I try to fight him...but I can't bear to hurt my boyfriend..." sobbed Julie as she hugged XLR8.

"Where is he?" ask XLR8.

"Right here." said Cooper. XLR8 look up and saw Cooper, grinning evilly.

"How long did you fight him?" ask XLR8.

"3 hours... I was hoping you can remove that system without hurting him..." sobbed Julie.

"I think I know just the gal." grin XLR8 as she slap her Ultimatrix symbol and she morph into...

"**Upgrade!**" shout the Galvanic Mechamorph. She pounce on Cooper and merged with the device wired to him. She unplugged it from Cooper and destroy it after she pick up another Potis Altaire's fragment.

"Whoa...what happen?" ask Cooper.

"OH COOPER!" cried Julie as she hugged Cooper.

"Come on, I'll get you two back to Bellwood." said Upgrade as she slap her symbol, morph into **Enernite** and teleported them and herself back to Bellwood. Unbeknownst to the heroes, the Cosmic Storm went pass the moon and is closing in to Earth.

* * *

Inside the hidden base, Predator, Helen, Alan, and Pierce succeed of destroying the machine that build the Tachyon Robots but more of them surrounded the team. Alan create a huge flames and burn them into pool of liquid metal, Pierce pull out two quills as staffs and slash the robots while Helen tackle them with her superspeed. Predator pull out a disc and toss it. It extended three sharp blades and slice the robots. Then a larger robot appear.

"Okay, let's do this!" Predator slap his Megatrix symbol, it grew two spikes then turn counterclockwise and release a bright yellow light. He morph into a tall blue robot-like alien with Sonic Dooms on his body and leaks mana from the disks and his eyes.

"**Mega Echo-Echo!**" shout the Ultim Sonorian as he release all of his Sonic Dooms and vibrated the robot apart. M. Echo Echo then slap his evolved Megatrix and morph into...

"**Jury Rigg!** HA HA HA! DESTROY DESTROY!" Jury Rigg start destroying the control and activate the self-destruct system. Helen grab Jury Rigg and the others then run out of the base at her maximums speed. They manage to escape the base before it exploded.

* * *

When the team arrive at the Plumber's HQ, they found the Plumbers, Max, Verdona, Elena, Gwen, Azmuth and the others watching the Will Harangue broadcast, where his anonymous source is still feeding him footage of Ben & Gwen's "rampage" around the world, while also saying that the Alien Force are bringing the end of the world with footage of the Cosmic Storm.

"GRAAAH!" roar Ben as he ram his fist through the panel and smash it into pieces. "Ahh...ahh..." panted Ben and Looma comfort him.

"Shhh... Calm down, honey." said Looma.

"That Will Harangue is actually _blaming _us for bringing the Cosmic Storm?!" growl Gwen.

"Forget about him. We still need to find one more piece of the Potis Altaire and-" before Max finished, the monitors receive an interference with the networks then Psyphon appear on the video screen.

"_Hello, Alien Force. I am Psyphon. I have an important announcement to make. Surrender the Potis Altaire now, or the planet will feel the wrath of the mightiest being of the galaxy!_" said Psyphon then the message was cut off.

"Who is that guy?" ask Gwen.

"Psyphon, Vilgax's third right-hand man and an idiot. He tried to provok my people to invade Earth, blaming you for killing Vilgax, as you know it was Ultimo's work. I stopped him and kick him out before it get worse." said Myaxx as she arrive. **(A/N: Myaxx became a new protector and champion of her home planet)**

"How did he know about the Potis Altaire? Maybe he's now working for Albedo." said Kevin.

"Albedo... Not only he betrayed the Galvan, but now he betrayed our secrets." grumble Azmuth. "I found the last one, in the Colosseum in Rome. I'll teleport you directly to it." said Azmuth. Azmuth sets the Ultimatrix to reach the last piece and drag Gwen along with it.

* * *

Gwen arrive at the coliseum and start searching around the area. Then she found a woman with ebony hair.

"Hey, who are you and what are you doing here?" ask Gwen. The woman turn and saw Gwen.

"Ah! Gwen 10, cousin of Ben 14, who dumbed me for that behemoth." grin the woman.

"HUH!?" exclaim Gwen.

"I am Jennifer Nocturne." grin Jennifer.

"What?!" gasped Gwen then she got blasted by an energy wave and crash against the wall. She stood up and look behind her. It was **Overlord!** "Captain Nemesis?!"

"I told you, my name is now Overlord!" shout Overlord.

"When you defeated him, I broke him out of jail and we escape to Rome. We want revenge so using my skills and his armors, we took footage of you and your friends' battle and send them to Will, so he can convince the people that all of you are enemies!" grin Jennifer.

"You...losers are so sorry!" growl Gwen as she activate her Ultimatrix and slam the core down.

A green sphere travel through her blood vessel as she become a green-highlight silhouette floating in mid-air. Her cells start pulsing as she merged with an new alien DNA. Her body release a bright light. She emerged as a living nuclear reactor sealed inside a battle suit, different from Acid and has two muzzle on her shoulder. Her Ultimatrix symbol is on her torso.

"Whoa, who's this gal?" wonder the Prypiatosian-A. Overlord engage battle against Gwen but she grab his fist and smash her fist against Overlord. The fist release a nuclear explosion and send Overlord crashing through the ground. Overlord shot up and thrust his hand, unleashing a powerful energy beam and struck Gwen, forcing her to stagger back. She slam her fist against the ground and unleashed a nuclear shockwave. Overlord fly up and fire another energy beam at her but she counter with a nuclear beam, releasing an explosion. "Awesome! **Overkill** sounds good since all my attacks was...overkill." shrugged Overkill.

"You will pay for stealing my title as Protector of Bellwood!" shout Overlord as he fire another energy beams. Overkill open her muzzles on her shoulders and unleashed two nuclear bombs, releasing a bigger explosion. Overlord land on the ground and lasso Overkill with his tow cable.

"ARGH! You release dangerous criminals, just so you can save them! For the record, I became a hero when I was 10-years-old!" growl Overkill but then she receive a electro shock from Overkill. *_GRAGH! I can't keep firing my nukes! I might hurt someone nearby so time to switch form!_* Overkill slap her Ultimatrix symbol and morph into...

"**Buzz Shock!** Heh heh heh!" giggle the little Nosedeenian as she travel through the tow cable and pop out of Overlord's armor. Then she start zapping him with her lightning bolts and blast him with a full blast of lightning. Overlord growl and punch Buzz Shock into the wall. "Ouchie! It work but I need more electrical powers. Bingo!" Buzz Shock snapped her fingers then she morph into...

"**Stink Fly!**" chimed the Lepidopterran.

"Grrr! How come all of her alien forms make her more beautiful?!" scowl Jennifer. Stink Fly inhale deeply and made gagging sound. Then she lend forward and fire four acid goo from her eyes & spew large gunk of acid goo. Overlord got hit and slide across the ground in slime. "Gross..." mutter Jennifer, wide-eyed. Then Stink Fly morph into...

"**Feed Back!**" shout the Conductoid. Overlord thrust his hands and fire a larger energy wave but Feed Back absorb it, energized herself then redirect his attack as a powerful electro beam, blasting Overlord against the wall then she morph into **Buzz Shock** again and zap the slime, sending electrical discharge to Overlord, electrocuting him and knock him out cold.

"Overlord!" gasped Jennifer as she run to Overlord then she got blinded by a green light. She look at the light and emerged...

"**Stinkbomb!**" chimed Skunkian as she wiggle her furry butt and release a powerful gas, knocking Jennifer out cold. She look around as she morph back into Gwen and saw the final piece of the Potis Altarie.

"Guess that explain the power boost Overlord have." said Gwen. She pick up and transform into **Enernite** and teleported back to base.

* * *

Gwen arrive at the base and found Looma with a worried look.

"Looma, what's wrong?" ask Gwen.

"Psyphon arrive at Bellwood and start destroying everything in Bellwood but Beloved stop them all as **Mega Cannonbolt,** **Gasket, Predator, Rainbowgon & Battlefly**. He engaged Psyphon as **Kraken** and overpower...him but he escape and now...h-he...he's..." Looma broke down crying and hugged Gwen.

"What happen to Ben?!" ask Gwen desperately.

"Check it for yourself." said Kevin. Gwen look at the monitors and saw Ben as **Way Big** battling **Evil Way Big** but he got completely overpowered and grab him & slam him against Tokyo Tower. He fire a red Cosmic Ray and blast Way Big into the ground. As the explosion faded, Way Big reverted back into Ben and Evil Way Big saw the helicopter.

"_Gwen 10! Surrender the Potis Altarie! If you refused, I will destroy the whole planet! Starting with your cousin!_" roar Evil Way Big.

"No... I must stop him-" Suddenly Gwen got teleported to Tokyo. Gwen look around in confusion and then saw Evil Way Big smashing the buildings and smack Ben across the buildings, beating him to the death.

"Finally! I bested you, Ben 14! I am the TRUE Wielder of the Omnitrix!" roar Evil Way Big.

"LEAVE MY DADDY ALONE!" shout a voice that made Gwen wide-eyed. Evil Way Big suddenly got tackle into the ground. Standing on Evil Way Big's face is Jen in her Tetranite form but she has flaming red hair, runes on her arms and sprout a pair of flaming wings. "TAKE THIS! **GLADIATOR'S FIRE!**" roar **Master Anodite Jen** as she unleashed a huge heat wave, blasting Evil Way Big down but then receive a powerful punch in the face, sending her crashing into the building. She reverted and lost consciousness. **(A/N: Don't get mad, Jake. Jen hasn't fully mastered the Master Anodite form plus she's in blind rage)**

"Pesky insect!" growl Evil Way Big. Gwen decide to fight so she activate her Ultimatrix and slam the core down. She release a bright green light and emerged as...

"**Wayyy Big!**" shout the female To'kustar, who is now colored blue/white.

"Ahh, you have arrive. Are you going to surrender the Potis Altarie?" ask Evil Way Big.

"Never!" shout Way Big as she charge toward Evil Way Big.

"Too bad... NOW YOU WILL DIE!" boomed Evil Way Big as he rammed his fist against Way Big, causing her to scream in pain and puke blood then he land an uppercut and send Way Big against the dock. He place his arms in position and unleashed a powerful red Cosmic Ray. Way Big got hit and release a huge explosion, sending her flying into the water and reverted back into her human self. She got submerged deeper into the water. She open her eyes and search around.

*_Man, Albedo is too strong. I don't think I can beat him. Wait... the Potis Altarie!_* thought Gwen. She pull out all the pieces of the Potis Altarie. Suddenly they start glowing brightly and merged together on her Ultimatrix. The Ultimatrix then display the hologram of Way Big. *_Guess Way Big is the only one who can stop Albedo. It's time for ULTIMATE!_* Gwen slam the core and release a massive surge of green light.

"Now where were we, Tennyson!" grin Evil Way Big. Ben is on the building and hold Jen in his arms. Suddenly the water start bubbling and foaming rapidly. Evil Way Big, Ben and Jen look at the foaming water then suddenly the water exploded and emerge a 400-foot-tall To'kustar with dark blue/red/white color scheme with three horns. She wore a evolved Ultimatrix with the Potis Altiare on her chest.

"**Ultimate Wayyy Big!**" shout the Ultim To'kustar.

"WHAT?! NO!" snapped Evil Way Big "I will destroy you!" roar Evil Way Big as he charge toward U. Way Big. But, when he throw a punch, U. Way Big caught it.

"Huh?!" gasped Evil Way Big.

"Nice try. This...is for Ben & Jen!" growl U. Way Big as she smack Evil Way Big into a building then she slam him hard against the building and start slamming her knees against Evil Way Big, smashing the building behind him. Then she place her hands together and smash Evil Way Big into the ground. Evil Way Big quickly shot up and fire a powerful Cosmic Ray at U. Way Big but she canceled it out with her hand. She grab Evil Way Big and throw him up. Then she hold her left forearm vertically and, combined with the powers of the Potis Altarie, she unleashed a massive blue Cosmic Ray, blasting and sending Evil Way Big out of the Earth. U. Way Big walk toward the dock and set foot on the street. She found Ben & Jen waiting for her so she morph back into Way Big then back into Gwen.

"Hey guys." smile Gwen.

"Whoa, that was awesome! I wonder how powerful that Potis Altarie will make on Stinkbomb or any other alien forms!?" ask Ben in awe.

"Let's try it-" Before Gwen do anything, the Potis Altarie turn into dust. "Whoa... Guess it was missing a final piece so it was unsupportable." said Gwen.

"What?! But we found it all!" said Ben.

"Did you check the base where the Tachyon Robots were builted if they had the last piece?" ask Gwen. Ben become wide-eyed then laugh nervously as he look away. "You blew it up without looking, did you?" ask Gwen.

"Actually, it was Jury Rigg..." smile Ben nervously but Gwen glare at him. Jen just smile.

"So what? It's not fun when Aunt Gwen is too powerful." smile Jen.

"She's right. Let's go home." smile Gwen.

* * *

Back at the Plumber's HQ...

"Well, you have fully mastered the Ultimatrix. Now give it to me." said Azmuth. Gwen nodded and said the voice command to remove the Ultimatrix. Then Azmuth gave the New Omnitrix to Gwen and she wore it on her left wrist. She touch the face plate and the Omnitrix displayed a holographic ring with the icon face of all her aliens.

"Hey, Azmuth. I still have the Master Control and the Ultimate Evolution, right?" ask Gwen.

"Oh, let's say when you're 18." smile Azmuth as he disappeared.

* * *

On the moon, Albedo check his Negatrix and it stated that it will function again in 8 months so he yelled at the top of his lungs.

"CURSE YOU, GWEN TENNYSON!" scream Albedo.

To be continue...

* * *

**Axle- That's the end of the Ultimate Saga.**

**Kida- Now we're entering the Omniverse. So see ya later until the next chapter.**

**Axle- You know, I made a complete waste of time of making the list of Gwen's aliens form to see if anyone like them or not.**

**Kida- Then we'll do it. I like Four Arms & Stink Fly. They got perfect figure and right appearance.**

**Axle- I like all of them but my favorite was Blossom Rose, Fire Fly, ConquerFrog and Stinkbomb.**

**Kida- You love skunk girls, eh? What do you think about me~?**

**Axle- Sexy and you have a nice rear... Wait, did that came out of my mouth?!**

**Kida- Oh, baby! Mmmmmmm! *She start kissing me and I fell on the floor with her on top of me. Then she release a stronger foul odor.***

**Everyone- NOT AGAIN!**

**Jen- I got the odor eater! X3**


	53. More Things Have Changed

**Chapter 53: More Things Have Changed**

**Axle & Kida- HI!**

**Gwen- Whoa! Once again, you didn't aged! *Future Gwen voice***

**Axle- And I repeat: I'm the Writer. Writer doesn't aged.**

**Kida- Nor the Inventor! Who like to test out my anti-gravity belt?**

**Ben- Forget it. Last time you used that, the whole Bellwood went zero G. *Ben 10,000 voice***

**Axle- Let's just sent the new chapter. The Omniverse saga starts...NOW!**

* * *

-_Opening Theme_-

_Gwen 10!_

_She's a kid who wants to have fun!_

_But when you need a superhero, she gets the job done!_

_Gwen 10!_

_With the device she wear on her arm!_

_She can change shapes to save the world from harm!_

_When trouble's taking place! _

_She gets right in his face!_

_Gwen 10!_

_With life on the line!_

_It's Hero Time!_

_Gwen 10!_

-_End Opening Theme-_

* * *

In the middle of a forest, a huge explosion erupted from the distance. A huge wall of fire filled the area and, outside the fire wall, was two figures: One is a female Tetramand with orange hair, green eyes and wore dark blue/light blue battlesuit with white short. On her upper left shoulder is the prototype Omnitrix symbol. The other is a large, bulked Gridsapien with evil red eyes. The Gridsapien punch the Tetramand than land a powerful uppercut, sending her crashing on the ground. He convert his arm into a pulse cannon and fire it at the ground, sending a shockwave that blast her off the ground, crash on the tree then land on the ground with a thud. The tree was blown apart by a laser cannon from the Gridsapien. He converted his chest into an energy core and fire an energy wave. She quickly jump and evade the beam but the explosive force pushed her forward and land on the ground hard.

She stand on her feet and sighed, "Alright, fine. I want to do this the easy way. But the hard way is better." said **11-year-old Four Arms** as she place her fists on her open hands and crack her fists. She grab the tree and use it as a club but it went through the Gridsapien and he land in front of her.

"Is this _The_ Great Gwen Tennyson? Bearer of the Omnitrix? Savior of the gala-" The Gridsapien's taunts were interrupted by the Four Arms as she smack him with the tree and he crash against the tree on his back. She walk toward and bend on one knee as she place her hand on his face and scoff.

"You think you're the only super-powerful being I fought? Pfft! It takes lot more than that to surprise me." scoff Four Arms.

"I couldn't agree more." said the Gridsapien as he shot his hand forward and grab the prototype Omnitrix symbol on her upper left shoulder. It start glowing and Four Arms scream in pain as the Gridsapien pin her down on the ground. He let go of the prototype Omnitrix symbol and it start beeping. Suddenly Four Arms start glowing in green light and start shrinking. After the light faded, she stood up as 11-year old Gwen Tennyson. She look at her hands.

"*gasp* Oh man!" exclaimed Gwen.

"Any last foolish remark you want to say, Gwen Tennyson?" ask the Gridsapien as he bend over so he can talk to her face-to-face.

"Yeah, pop a breath mint, **BioCore**!" complain Gwen. The prototype Omnitrix let out a beep and she smile as she slap the prototype Omnitrix core. Her body engulf in green light and begin to transform.

Her arms convert into giant mechanical arms, her legs become bulked mecha-legs, her back grew four cable plugs and her upper body become mechanical torso. Her head become covered in battle mask and her green eyes shine through the black visor. She wore the prototype Omnitrix symbol on her forehead.

"Alright! **Grid Master!**" grinned the Gridsapien. BioCore throw his punch but Grid Master caught it, land a kick on his face, the Conductoid icon appear on her monitor-like face than stab her fingers on his shoulders.

"GYAAAHH!" scream BioCore as Grid Master drain his energy then a Galvanic Mechamorph symbol appear, she thrust her head forward and fire a powerful super-charged energy cannon from her eyes, blasting BioCore far away.

"YES! She shoot, she scores!" cheered Grid Master as she jump and swing her arm up but did not hear the prototype Omnitrix's beeping and reverted back to normal and land on her butt. She vault back on her feet and point her finger at the direction where she blast BioCore.

"Yeah, you better run!" shout Gwen then she moan as she rub her hands on her butt.

* * *

-11 years later-

"Yeah, you better run!" grin 22-year-old Gwen. Gwen now wore a long-sleeved midnight blue/blue shirt with the cat icon, white jeans, white/blue shoes, purple/light blue vest and have Future Gwen's hairstyle. She no longer wear glasses and on her left wrist is the New Omnitrix. Beside her is her husband, 23-year-old Kevin E. Leven, who still wearing the A.O.A., and her cousin, 22-year-old Ben Tennyson-Red Wind, who wore the similar uniform as 30-year-old Ben 10,000 and his Megatrix morph into a bulked, gauntlet form, but maintain its color. They are running across the futuristic Bellwood rooftops, chasing the undead, zombie clown, that is Zombozo, who stole a human brain from Bellwood Brain Bank.

Ben create a mana in his hands and toss two energy bolts at Zombozo but he evade it and jump across the building and crash through the second building's window. Ben create a mana bridge and they slide down into the building. Kevin run ahead and slide kick Zombozo off his feet and grab the canister.

"Zombozo, seriously? Why would anyone rob a 'brain bank'?" ask Gwen.

"Why Bellwood has brain bank anyway?" ask Kevin. Zombozo jump back on his feet, stretch his arm and snatch the canister from Kevin's hands.

"Thank you, my good boy. A mind is a terrible thing to waste." grin Zombozo with a dead smile as he ran toward the broken window and jump down to the street. The truck hit the brake and stop while Zombozo ran off, laughing. Gwen jump down and activate her New Omnitrix.

"Come on, give me someone good!" plead Gwen as she slam the core and morph into...

"**Lodestar!** Alright! Kevin!" shout Lodestar. Kevin jump on the truck's cargo and absorb its metal.

"On it." said Kevin. He jump down, Lodestar caught him with her pincers, assisted with her magnetkinesis & toss him toward Zombozo. He grab him and they skidded across the street. Zombozo got up and found his prize.

"Gah! My brain! I'm losing my mind!" gasped Zombozo as he try to pick up the brain but Kevin grab and hold him still but he did a helicopter kick, knocking him back and jump back on his feet then run toward the canister on four.

"Oh no, you don't!" shout Ben as he run down the street, activate his Megatrix, slam the core and morph into...

"**Crushhopper!**" chimed the grasshopper alien, wearing black/white uniform, as he super-leaped toward Zombozo and head butted him. He recovered and smack Crushhopper into the lamp pole & pick up his canister by extending his arm and grab it. Then he got pulled in by Lodestar and she yank the canister away from Zombozo.

"Ugh..." groan Zombozo as he remain defeated.

* * *

He was tied up in an iron cable and struggle to break free but to no avail. Gwen, Kevin & their son, 10-year-old Devlin Tennyson-Leven, are talking to Ben, 24-year-old Looma Tennyson-Red Wind. With them are 11-year-old Jen and her little 9-year-old brother, Ken Tennyson-Red Wind. He look just like Ben when he was a kid but unlike the alternate Ken 10, he has no tan on his skin. On Looma's arms is their new baby daughter, Gwendolyn Tennyson-Red Wind, who look just like her mother but, unlike Jen, she doesn't inherit the ability to morph between her human form or Tetramand form.

"So you're going to visit Warlord Gar Red-Wind?" ask Gwen.

"Yeah, it's been two years we haven't visit him. Plus, he enjoyed playing with Jen & Ken. I just can't wait to show Daddy our new daughter." smile Looma as she tickle her daughter. She start giggling and grab her mother's finger & start sucking it.

"Hey, Dad, can I have an Omnitrix?" ask Ken.

"Soon, Ken. Your birthday is only a week away." smile Ben.

"Well, good-bye everyone." smile Looma as they enter the **DX Mark 11**, a starship version of Ben's car.

"Good-bye, and don't forget to sent us the messages." smile Gwen as they wave good-bye as the starship flew out of Earth and head for Planet Karos. After the event of _Cosmic Destruction_, Earth become the open system and the Human and the aliens co-exist together.

* * *

Gwen, Kevin & Delvin arrive at the store named **Tennyson-Leven's Plumbing & Auto-parts** via Gwen's new bike, the **Tenn-Speed**, which she build it from the destroyed Plumber's ship. They enter the store and Kevin went to the garage when he saw their customer who parked their car in the garage. Gwen sent Devlin to play video-game while she check the baby bed. In the baby bed is her new daughter, **Sunny Tennyson-Leven**. She look just like Verdona's human form and she was asleep, sucking her thumb. Gwen smile deeply as she stroke her daughter's head. She stir a bit and continue sleeping. She look up and gaze at the Gigatrix on the wall.

"Soon, Sunny. Soon you will wield the Gigatrix." said Gwen. She heard a bell ring and she head to counter to attend her customers. After they attend the customers, Gwen receive a message from Max so she head to the closet, pull the light switch and went down on a secret elevator.

She arrive at the Plumber's HQ's Control Room and she head to the kitchen. "Hey Grandpa, what's cooking?" ask Gwen.

"Oh I'm cooking something that will fill your stomach. Centurian Gulash!" smile Max. Suddenly huge tentacles emerge from the pot and grab Gwen. Max grab a laser rifle and zap the tentacle. It shriek and return inside the pot. "They're still fresh!" smile Max.

"No thank you, I'll eat something that aren't tentacles later." said Gwen in a gross out tone.

"By the way, I reci-" before Max say anything, the alarm sound out. They run back to the Control Room and check the problem. "There's trouble at section 29-B!"

"Send back-up once I arrive, Grandpa!" shout Gwen as she head to the elevator.

* * *

Gwen arrive at the marked area where a huge creater stand before her, next to the remain building of that area. She step out of her bike.

"Whatever it was here, it's gone now." said Gwen. She slide down to the crater and begin to search around. Then a mysterious figure appear with an alien dog. He remove a hexagon device with red jaws-like pattern from his chest and place it on the dog's collar. The dog start growling as the figure restrain him then release him. The dog run ahead and, as the response to the high-pitch whistle, he transform into a giant rhino/crab hybrid monster.

Gwen heard the sound and look up as the monster jump out of the broken building and land in front of her.

"I take it you're the one who level this place, huh? Well, say hello to Titanosaurus!" said Gwen. She rotate the holographic ring, selected one alien, the core pop up and she slam it down.

Her skin turn green and her hair become a blossomed flower-like hair. Her arms and legs are covered in vines and she wore a training bra colored midnight blue with blue stripe and sport pants with stripes on both sides. On her chest is the Omnitrix symbol, now green/white. The monster charge toward Plantosapien with a roar and **Blossom Rose** prepare herself. **(A/N: Remember, when Gwen aged, so did her alien forms, making her powerful that she hardly use the Ultimate form)**

"RAAGH! Huh?!" Blossom Rose look at herself and saw she didn't transform into Titanosaurus then she got rammed by **Crabdozer**'s horn and pinned against the wall. "Why do you hate me, New Omnitrix?" ask Blossom Rose as she struggle to break free.

"Ugh... If I was Titanosaurus, you'll be sorry!" shout Blossom Rose. Then she look up and saw the remain of the building. She grin and grab the beam with her vines. "You know what they say; 'The bigger they are, the harder they'll...' Uh-oh..." said Blossom Rose as she yank the beam and the whole part of the building fall down on them. Blossom Rose burrow through the dirt and surfaced.

"You're out! Hmm?" Crabdozer burst out of the rubble and roar in rage. "I should've expected that." sigh Blossom Rose then she try to run away from Crabdozer but he was gaining on her then she put up her guard and brace for impact. A high-pitched whistle was heard again and the Crabdozer halt his attack and return back inside the building. It morph back into a dog.

"So the story are true. Gwen Tennyson is a worthy prey." mutter the mysterious figure.

Blossom Rose notice the monster is gone so she put her guard down and she morph back into Gwen. Then a short alien appear from the toilet.

"The coast is clear?" ask the alien.

"Yeah, sort of. Do you live here?" ask Gwen

"Yes, this is my place. _Was_ my place. Pakmar's Place!" said Pakmar. "I run a toilet imporium in peace, now it's in pieces."

Gwen saw a strange device and press the button. The seat tilt and spin while a claw pop up, squirt purple liquid as it spin and made a toilet flush.

"Meh. Different aliens, different needs." shrugged Pakmar.

"Don't even wanna know." said Gwen. "So the creeps that did this, does satifies customer?" ask Gwen.

"Hardly. These off world people run business on every alien market on Earth. We pay them with Taedinites, they protect us. But now if we don't pay them, _they're_ the one we need protecting from." explain Pakmar. Gwen is determined to find out who is destroying the alien markets.

* * *

Gwen arrive at the alien supermarket and begin to ask Baumann, the store owner, who was placing the alien soda cans on the pyramid of cans..

"Hey Mr. Baumann, can I ask a question about something?" ask Gwen.

"I know lots of things, so what is it you want to ask?" he ask as he place the final soda cans.

"About some aliens coming here for payment of the protection file?" ask Gwen.

"Nope, never heard of them." said Baumann.

"So they haven't been coming around here?"

"Who's been coming around where?" ask Baumann. He then look at his watch with worry.

"Uh-huh..." said Gwen as she cross her arms.

"Okay, nice seeing you, Gwen and here's a sandwich to go!" Baumann try to send Gwen away but she refuse.

"They are coming, right? I heard many alien stores have been demolished so I want to see if they're the one." said Gwen.

"Please, Gwen. It's a simple arrangement: I pay them, they leave. Same goes to you." frown Mr. Baumann.

"Listen, I'll just blend in and watch how the payment go, okay?" said Gwen.

"Well, fine, at least you're not like your cousin." scoff Gorman.

"Yes!" cheer Gwen quietly. She rotate the holographic ring to select an alien form. "C'mon baby. Any aliens will do for a disguise." smile Gwen. She press the core down and her skin turn green, wearing similar outfit as Blossom Rose and has the Omnitrix symbol on her chest. She walk her way to the seat, morph into a Kineceleran and sit down neatly. **Shifter** look to her left and saw a hooded man slurping a purple drink. Suddenly Shifter's stomach start growling and she blush in embarrassment. She look at the half-eaten sandwich and she is getting hungry.

"Hey, are you going to eat that?" ask Shifter. The hooded man pass his sandwich to her. "Ooh, why thank you. Hey, mind if you-" The hooded man pass the drink, the salt and the biscuits to Shifter. "Whoa! Thanks!" exclaim Shifter with wide smile then begin to eat the sandwich.

"Pay up, Baumann!" shout someone. Shifter, with a mouthful of biscuits, look over her shoulder and saw three aliens. One is a worm inside a mechanical body, other is a humanoid rooster with two blades on the back of his arms and the last is an alien woman wearing an armor.

"*Chicken sound* Have you heard about Pakmar?" ask the bird named **Liam**.

"I heard he have great deal on toilets." smirk Shifter.

"I heard it was an accident." answer Baumann.

"Accident happens to everyone, including you." smirk the worm as the other two brought a large red device. Shifter frown as she observe the device. Baumann hold out a box of Taedinites and hand one to them but the worm took the whole box.

"Nice doing business with you." smirk the worm.

Shifter had enough. "That's it, **Bubble Helmet!**" hissed Shifter.

"No no no." mutter Baumann.

"This does not concern you, Kineceleran." scoff Bubble Helmet.

"Well now it does concern me." frown Shifter as she drop the disguise.

"Oh looks like someone need to be taught a lesson." said Bubble Helmet as he place the box inside his arm and pull out two staffs.

"Ooh, let me guess: You're the one who is going to teach me." joked Shifter. Bubble Helmet start spinning his staffs, firing lasers everywhere. The hooded man resumes eating and lift his spoon up. The laser hit the spoon and bounce back at Bubble Helmet, knocking him down. Shifter grabs **Fistina** and slam her down. She flew up and tackle Bubble Helmet across the area. She land on her feet and face Liam. He display his arm blades and drop in fighting stance. Shifter just gaze at him then look down. There's a box of seeds spill on the floor. She grab a handful of seeds and show to Liam. Liam tilt his head sideways and start acting like a regular chicken as he start eating the seeds. Shifter gave a grin as she release bright green light and emerged as a Hedgesapien wearing a midnight blue/blue jumpsuit with no pant-legs and wore the Omnitrix on her waist. She grab Laim and curl up into a spin ball, dashing across the hallway. Fistina fire her fist at the spin ball but it bounced off and dash across the table where the hooded man is, who lift his plates to evade the flying fist. The spin ball then jump up and release Liam, sending him crashing on Fistina.

Bubble Helmet begin to arm the bomb, "Let's make like a meteor and level this place!" growl Bubble Helmet. As he turn around, **Needle Mouse** rammed him down. Needle Mouse start tackling the bomb but the barrier prevent it from damaging it. She try to ram the barrier at full force but her Omnitrix start beeping and she reverted back to normal.

"Waah!" scream Gwen as she crash on the barrier. She slowly slide down with her mouth drooling. She shook her head and place her hand on her forehead as she look up and saw the aliens running away.

"Isn't this the part where your friends jump in and save the day?" ask Baumann. Hooded figure jump from his seat, remove his hood and reveal himself as a white/blue-with-black-stripes humanoid wearing blue armor and have a gun mounted on his shoulder. He land and dash toward the aliens. He easily disable the alien thugs.

"Who are you?" ask Gwen.

"My name is **Rook Blanko**. Magister Tennyson sent me." answer Rook.

"Grandpa Max?" wonder Gwen. Liam sneak up behind Rook but he quickly knock him up with a kick.

"I'm your new partner." said Rook.

"My new partner? Wow, I didn't expect to get a partner so soon. If Grandpa recruited you, then you must know who I really am then?" ask Gwen.

"Of course. You are Magister Gwen Tennyson, the wielder of the Omnitrix. There is class about you." answer Rook.

"Really?! There's class about me?" exclaim Gwen.

"Three chapter and a half."

"Oh. Okay, well, finish what were you doing until the Omnitrix is ready." smile Gwen.

"Of course." nodded Rook as his mounted gun fire a bullet that open up and turn into energy net. The three thugs got trapped by the net.

"Wow. Nice weapon you got there." said Gwen in awe.

"Proto-Tool. It have multiple function. I modified some parts myself." smile Rook. Then the Omnitrix let out a beep.

"Alright! It's hero time!" smile Gwen as she select the alien form and press down the core.

She thrust her fist up then it become covered in colorful Lego blocks then travel across her arm then to her whole body. Her face become covered in Lego blocks and now have oval-shaped head with two circular green eyes and wore the Omnitrix symbol on her chest. She look at herself.

"Whoa, a new girl? Hmm..." **Bloxx** walk toward the barrier and punch it twice. Just as she suspected, her hands shatter by impact but later they regenerate.

"Hey Rook! Tag out!" shout Bloxx. Rook remains staring at her, like he doesn't understand what that mean. "It means 'switch place'. You do something with this bomb while I'll hold these guys down." explain Bloxx. And she's right, as one of them is snapping the net off.

While Rook examine the barrier, Bloxx stand in front of the thugs. "Let's see what this girl do." said Bloxx as she form herself a barrier around the thugs. Bubble Brain fire a laser at the barrier and made a hole but it quickly regenerate. "What are you waiting for, Rook? Use your Proto-Tool!" shout Bloxx as her head appear on the barrier's surface.

Rook stood up, place a missile on her Proto-Tool's muzzle and blast the wall down. "The barrier require codes to remove it, I can't disarm the bomb in time. We must take the bomb to the safe location!" explain Rook.

Bloxx return to her humanoid form and lift the bomb up so she can carry it outside. Rook scan the area in case there's someone inside the building. It's clear so Bloxx begin to lend her arms back than swing them forward but a laser bolt pierce through her arms and she drop the bomb.

"I got it!" shout Bloxx as she morph her hands into a bowl but the bomb went through it. "No I don't got it." said Bloxx. She got an idea and morph herself into a catapult and launch the bomb into the building. Than they quickly ran inside.

"3...2...1-" Rook start counting down than the building exploded in a huge blast of energy discharge and Bloxx cover Rook. As the explosion has halted, Bloxx morph back into Gwen.

"Are you okay?" ask Gwen.

"Prototech Armor. But it's nice of you of protecting me, Magister Gwen." smile Rook.

"Please, no need to be formal. Just call me Gwen." smile Gwen.

"Okay, Gwen." nodded Rook. Than they saw Bubble Helmet, Liam and Fistina retreated into the hole made from the explosion.

"They're escaping!" shout Rook and they give chase into the cave. Unbeknownst to Gwen and Rook, they were being followed.

The trio jump down across the rooftops and smash through several house while Gwen & Rook chase after them.

"Why are the city doing underground?" ask Gwen.

"They start living here after the Earth become an open system." explain Rook.

"I know that! I help the system but why are they doing living underground?" ask Gwen again.

"Come on, Gwen. The villains are getting away." said Rook as they split up: Rook chase after Fistina and Gwen chase after Liam. Fistina smash out of the house, fire her hand to the other building and swing across the buildings then land on the building. She turn around and grin but her grin faded as Rook jump out, fire an energy hook and swing across the building then kick Fistina through the roof and she crash against the ground. She stood up and fled into the tunnel, with Liam catching up while Gwen chase behind him.

"XLR8 can catch him!" grin Gwen as she activate the Omnitrix and slam the core. She engulf in green light and shape-shift into an alien. She quickly stop running, trip and fell on her knees. She look at her hands.

"**Overkill?!** Seriously?!" said Overkill in Russian accent then she spit a molten blob out of her visor and splash on the rail.

"Gwen! What happen?" ask Rook when he catch up.

"Argh! New Omnitrix. I don't understand why I kept mistransforming when Azmuth fixed that problem! Plus, it kept turning the Master Control on and off." wonder Overkill.

"I'll catch him." Rook aim his Proto-Tool and fire an energy shot. It struck Liam and knock him down. Then a device appear above him and release an energy surge and bind him down. Rook & Overkill walk up to him.

"Talk! Who sent you to demolish the markets?" ask Overkill.

"Ba-Ba-Behind you!" cluck Liam as he saw something that made him wide-eyed.

"Not even I will fall for that, consider this is my first time on Earth." said Rook. Overkill notice a growing light behind them and saw a hover truck heading toward them. Overkill grab Liam and throw off the rail but she got hit by the truck with Rook hanging on her back.

"Hey! You took out my brake!" scowl the driver.

"Well, _you_ run us over!" complain Overkill. They got dragged across the rail then the driver finally stop and send them flying backward. Then the truck driver did his announcement of the stop, the aliens came out, dizzy and nauseous then he lefted.

"Hey, you don't have brakes!" shout Rook but he didn't heard him. Overkill slap her Omnitrix symbol and morph back into Gwen.

"It'll come to him." said Gwen. While Gwen & Rook begin to ask around the aliens to see if they have seen Bubble Helmet, Liam or Fistina. In the tunnel, the mysterious figure walk around the tunnel and notice the rail got destroyed with skid marks and saw a blob on the rail. He stab it with his knife and hold it.

"Hmm... It was recently melted..." mutter the figure, The alien dog appear beside and sniff the ground. He start growling.

"Hunt her up." said the figure. The hexagon device on his collar release a red light and the dog morph into a monstrous four-eyed lizard-like creature. He charge through the tunnel on hot pursuit.

In the markets, Gwen was so hungry that she bought some tentacles and start eating it. Then she heard a roar and turn around to see **Buglizard** smashing through the tents and land beside Gwen. He glare at her and display his drooling jaws.

"GRAAAH!" roar Buglizard.

"Do I know you?" ask Gwen nervously. He lunged at her but she jump on his head and somersault ahead and land on her feet. She activate the Omnitrix, select an icon and press the button. The ring disappear except for the icon that she selected. "Oh, so that's how you choose a form. Problem solved." smile Gwen as she slam the core down. She morph into a Lepidopterran with similar uniform as her 10-year-old self but it's now midnight blue/blue, her front legs is now larger with sharp talons, her stinger grew larger and she wore the Omnitrix on her collar.

"**Stink Fly!**" shout the Lepidopterran. Then she fire acid goo from her eyes but Buglizard breathe yellow cloud from his mouth and the acid goo got disintergrated. "Whoa! Now that's something." said Stink Fly.

"Gwen! Switch form! That creature is the predator of the Lepidopterran!" shout Rook.

"What?!" exclaim Stink Fly then Buglizard pounce on her and start snapping his jaws to eat her but she push his face back. "Rook! Little help here!" shout Stink Fly. Rook pull out his Proto-Tool, take a steady aim and fire a bullet that open and reveal an energy line. It lasso around Buglizard's muzzle then Stink Fly spew acid gunk at him, knocking him down.

"You did it!" cheered Stink Fly. Buglizard open his jaws and snapped the energy lasso apart. "Aw man!" groan Stink Fly. As they prepare to attack together, the mysterious figure saw the battle.

"Two against one? Well, the odds are getting a bit unsporting." the figure let out a high-pitched whistle and Buglizard heard it. He release a cloud of yellow smoke and disappear. Stink Fly morph back into Gwen.

"What's a Lepidopterran Predator is doing on Earth?" ask Rook.

"Whoever sent that monster, he's the mastermind." said Gwen. "Did you get the tip?" ask Gwen.

"No, they didn't pay me." said Rook. Gwen facepalmed.

"Not tip as in money, tip as in information!" said Gwen.

"Oh, I receive the information of the whereabout of Bubble Helmet, as you call him that." said Rook.

"Great, let's go!" smile Gwen.

* * *

They arrive at the Gas House, a bar that was filled with toxic gas for aliens who can't breath Earth's atmosphere.

"Are you ready?" ask Gwen. Rook wore the gas mask and nodded. Rook kick the door open then took out his Plumber's Badge.

"Appendage in the air!" order Rook. Everyone remain staring at Rook, confused and some raise their tentacles. Gwen enter the room, slam the Omnitrix core and morph into a Skunkain with midnight blue bra and blue/purple shorts. She wore the Omnitrix symbol on her chest.

"Will you cool it with the badge? We are not cops." said **Stinkbomb** then she inhale deeply, sucking all the toxic air in the room and left the aliens to start gagging for toxic air.

"There he is!" said Rook as he point where Bubble Helmet is. He quickly run to the counter to grab his helmet but Stinkbomb block his path and grab the helmet.

"Nice hangout!" smirk Stinkbomb as she toss the helmet to Rook. "Great atmosphere." Bubble Helmet start gasping hard and fell on his knees.

"So! Who's behind these shakedowns?!" ask Stinkbomb.

"I'll tell you...as soon as I can...breath!" gasped Bubble Helmet.

"That's a fair bargain." smile Rook as he place the helmet on him.

"Rook! Don't!" said Stinkbomb. Bubble Helmet grinned and turn the button on his armor, filling up his armor with toxic air then he blast off and fly out of the Gas House. Stinkbomb morph into a Starsapien and start spinning like shuriken with Rook riding on top of her back, the Gas House restore its toxic air so the people can breath. **Starblade** fly after Bubble Helmet while decide to ask Rook about something.

"You never dealt with actual criminals before, have you?" ask Starblade.

"I read about them in book and I was trained extensively." answer Rook. "Don't lose him this time. That rodent will lead us to the nest."

* * *

Somewhere in the old train station, several aliens are arming the explosive devices. On the upper level, an alien named **Bellyface** (or something) turn to face his boss, who was dialing the computers.

"You will take those shake down machines to the surface and fan out to the entire city." said the mysterious figure.

"But Boss, only the alien market of Baumann didn't got destroyed." said Bellyface's second head on his stomach area. The mysterious figure frown and slap Bellyface's cheek. He place his hand on his first head as he start to shed tears. Then he approach him while Bellyface back away.

"Don't! Fear is my consy! All the moneys are to keep scores. My reputation will be made, once the city will fear the name-"

"GWEN 10!" shout Bubble Helmet, interrupting the mysterious figure. "She's right behind me, Boss!" said Bubble Helmet as he fly out of the tunnel. Starblade emerged from the tunnel and chase after Bubble Helmet. Rook jump and tackle Bubble Helmet down, skidding him across the floor to the halt.

"We have a deal!" said Rook.

"Rook, heads up!" shout Starblade. Rook look up and saw all the aliens aiming their weapons at him. Starblade morph back into Gwen and they both raise their hands. "Nice." sigh Gwen. Bubble Helmet stood up and run behind his friends.

"Look, more of these shake down bombs. They are enough of them to destroy the whole city." whisper Gwen.

"That's quite a lot." nodded Rook.

"Gwen Tennyson. Here to ruin my plan? I think not!" grinned the mysterious figure as he step out of the shadow and revealing himself as none other than...**Psyphon!**

"Psyphon?! _You're _the one who have jacking up the stores in Bellwood?! I thought you were a pathetic lacky to Vilgax and Albedo. Heh, haven't seen you since that Cosmic Storm event, nor have the chance to meet you face-to-face." grin Gwen as she cross her arms.

"Well, it's seems you underestimated me!" grin Psyphon.

"You should save that line for my cousin since he's the one who kick your butt." smile Gwen.

"You lead Gwen Tennyson right to me. I don't know whether to thank you or kill you." smirk Psyphon.

"Uh...Thank me?" ask Bubble Helmet then he receive an electrical shock from Psyphon and pass out.

"Thank you!" grin Psyphon as he retracted the energy ray into his arm. "You must be wondering what become of me, Gwen Tennyson?"

"Not even a little." said Gwen.

"Of course, you still think of me as a servant. Now I am master, so you cannot imagine the joy I felt when I say this: Get them, boys!" shout Psyphon and all of his goons open fire. Gwen & Rook split up and evade the laser fires. Rook jump from the device and side-kicked one of the alien while Gwen neck-chop one down then did a split, sweep kicked their feet off the ground then back flipped into the box car. She activate her Omnitrix, select the form and lock on it. The core pop up and she slam it down, releasing a green light.

One of the alien is about to enter the box car but a rock-like fist smack his face and knock him back then both rock-like hands push the box car's edges wider as Gwen emerged as...

"**Mother Nature!**" shout the Terrasapien as she charge toward the downed thugs and smack them away. She lash out a powerul vine, grab the others and slam them against the box car. She grab the two devices, ripped it off the ground and toss them away. Rook hide behind the device and start shooting at the enemies then saw one alien on the box car behind Mother Nature.

"Gwen! Behind you!" shout Rook. The alien blast Mother Nature's back and she growl in rage as she spun around, thrust her hand and fire a barrage of explosive acorns, blasting him down. She curl up into a massive boulder and bore through the box car, stood up and she slap all of them with her vines.

"Break it up, people!" shout Mother Nature then she recieve more laser shots. "Better yet, let _me_ break it up for you!" grin Mother Nature as she burrow underground and charge across the surface with rock-like dorsal fins sticking out, knocking them down then she emerged with an explosion of dust cloud and slam her fists into the ground, summoning powerful vines to attack. More thugs arrive but Rook fire his Proto Tool and send the barrels crashing down on them. He stood on top of the debris and aim his Proto-Tool at them.

"Forgive me, I don't have witty remarks." said Rook.

"Don't force it, Rook. Let the wise-cracks come to you." said Mother Nature then she got smashed and bore through three pillars by a shake down device. "Uhhh..." moan Mother Nature as she look up and saw Psyphon, who is holding another shake down device and charge toward her at surprising speed. She got blown out of the wall and crash down to the other section of Undertown. She stood upright and look behind her as Psyphon appear, hovering above the ground.

"Do you think I come unprepared?" ask Psyphon as he reveal an energy ray from his arm and fire an energy beam. She block it with her right arm but suddenly her blood vessel start pumping wildly and then her right arm immediately slam against the ground and unleashed a massive shockwave, travelling past Psyphon, and demolish the building and the wall in one attack. Then she can't control her arm as it start dragging her around.

"What's happening to me?!" ask Mother Nature.

Above the Undertown, the mysterious figure was watching the battle then look at Buglizard.

"Separate them. Gwen Tennyson is my quarry." said the mysterious figure. Buglizard obliged and run down to the battle scene.

"My Exito Beam has overloaded your nervous system!" chuckle Psyphon.

"Somebody's going to hurt!: growl Mother Nature.

"Only by you, hero. Ha ha ha!" laugh Psyphon. Mother Nature look at her left and saw a power generator. She quickly run toward it and slam her fist against it, causing her to get electrocuted. It release a short explosion and Mother Nature morph back into Gwen, knocking her back.

"Gi gi gah!" stutter Gwen then Psyphon hover next to her.

"That unpleasant twitching effect is only temporary, but I have so many sensation left to show you." grin Psyphon as he ready his energy ray. Then he stop as he heard a scream and look behind him. Buglizard come charging through the market, destroying everything in his path then belched a huge cloud of yellow smoke, blinding them. Gwen emerged from smoke, clutching her right arm as she try to run away from Buglizard, who land behind her and corner her to the wall.

"RAAAAAGHH!" roar Buglizard.

"For goodness sake, Psyphon! Call your dog off!" shout Gwen. Psyphone stood up and start coughing. He look at Buglizard, who turn around and snarl at him.

"He's not mine!" said Psyphon as he ran off. Then Rook burst out of the building.

"Halt!" shout Rook as he chase after Psyphon. Buglizard turn to face his prey, Gwen cringed in fear then ran inside the building as Buglizard tackle through the wall and Gwen slam the Omnitrix core down. A humming sound of electricity was heard then Buglizard got blasted out of the building by a lightning bolt. Emerging from the smoke is a blue/yellow humanoid lizard wearing the Omnitrix symbol on her green/white belt. She look at herself.

"**FrillShock?** Heh, okay then." grin FrillShock in Australia accent.

* * *

Psyphon fly through the tunnel, trying to escape from Rook. Once he exited the tunnel, he bring out his energy turrets from his arms and start blasting the tunnel apart, causing a waterfall.

"Pest!" grin Psyphon then Rook emerged from the cloud of smoke, undamaged from the attacks, leaving Psyphon surprised. Rook land on the ground safely.

"I must have that armor!" grin Psyphon as his eyes glowed bright red.

* * *

"RAAAAAGGHH!" roar Buglizard.

"GRRRRAAAAGHHH!" roar FrillShock as she display her frill collar, arcing with electricity. Buglizard tackle FrillShock down but she slam her feet against his stomach and blasted him with electro shock, sending him flying into ground. She's now on four, leap up then somersault down, ramming Buglizard against the ground then she grab his face, lift her fist then ram it against his face, releasing lighting bolts. She continue pounding him and every blows cause the ground to crack until the whole floor crumbled beneath them and they fall into the tunnel.

* * *

Rook climb his way up the construction site as he evade Psyphon's eye laser. As he reach to the top, Psyphon fire his eye laser in front of him then he lost sight of him.

"The body armor is not for sell, Psyphon!" shout Rook, who is hiding behind the wooden wall. Then he almost got hit by Psyphon's eye laser.

"Ho oh, I don't plan to buy it. I will pry it from your lifeless body! How green are you?" grin Psyphon as he ready his eye laser but, due of his previous attack, the area become unstable and the whole structures fall on Psyphon while Rook escaped. Psyphon crawl out of the debris and Rook stand before him.

"Not so green that I let the tunnel collaspe on me. I believe that was my first wise-crack." smile Rook.

* * *

"Grah!" growl FrillShock as she got pinned down by Buglizard and try to push him back. She notice a light and coming toward them is the truck that rammed her before.

"No brakes..." FrillShock push Buglizard's face up then he become wide-eyed as he saw the truck. The truck rammed him and speed off into the tunnel but Buglizard jumped off and charge toward FrillShock.

"Still there, mate?" ask FrillShock then she saw the ladder that lead to the upper level. "Let's go than, you overgrown lizard!" grin FrillShock as she charge toward Buglizard then she leap to the wall, then tackle him down, roll forward and jump up into the small tunnel and climb her way up. Buglizard recovered and follow her. She reach the middle and turn to face the Buglizard.

"Wait for it...wait for it..." said FrillShock. Buglizard is almost there to reach her. "Now!" shout FrillShock as she open her collar, discharging electricity and gather it into her mouth then she unleashed a condensed-electro beam and blasted Buglizard to his defeat. Buglizard fell down and lay motionless. FrillShock drop down and land on her feet. She slap her Omnitrix and morph back into Gwen.

"Gwen!" Rook call out and Gwen look at Rook's direction. "I made a wise-crack." smile Rook as he hold Psyphon down with his foot. Buglizard's eyes shot open and release a cloud of yellow smoke from his throat and, while they're blinded, he ran off. They search around but no sign of Buglizard.

"Gone." said Rook.

* * *

Somewhere in the forest, outside of Bellwood, a lone starship rested in the forest. Inside the ship's bridge are filled with trophies: the Vulpinmancer skin rug, the head of Crabdozer, the skull of the male Vaxasaurian, the shell of the Geochelone Aerio, the skeleton of the Appoplexian & the wings of the Monarchian. Buglizard arrive and walk toward the seat where the mysterious figure is sharping his knife. The device start beeping then Buglizard morph back into a lizard-like dog.

"You do well, old friend." said the mysterious figure as the dog laid down and rest. "It's seems Gwen Tennyson is more powerful than I imagine. And resourceful. She will be the greatest trophy. **Khyber the Huntsman** promise it." said Khyber.

* * *

Back at the crater, the Plumbers took Liam, Fistina, Bubble Helmet and Psyphon to the ship.

"I'm telling you! I don't know what that creature was!" shout Psyphon.

"Well, tell it to the Arbiter. Transport topside." said the Piscciss Volann Magister.

"So how do you like your new partner." ask Max.

"Oh, his fighting skills are excellent but his knowledge of Earth language are wack." said Gwen.

"Is that good?" ask Rook, not understanding what the slang word "wack" means.

"Oh, sure. See?" smirk Gwen.

"Well, you'll get used to it." smile Max.

"I know you're still hungry, Magister Gwen, so Magister Tennyson told me you prefer a delicious cheeseburger with extra pickles, some French fries and a frosty. Care to join me?" ask Rook as he hold up a lunch bag.

"You bet!" smile Gwen as they exchange a hi-five.

* * *

**Axle- So, what do you think?**

**Kida- Super!**

**Gwen- Not bad, not bad.**

**Rook- It's an honor to finally meet you, Axle & Kida.**

**Kida- No prob, Rook. Hey, I build this nice arm cannon. Wanna see?**

**Rook- Sure.**

**Axle- Kida, wait! Your arm cannon is still Zero mode!**

***Kida fire the Zero Laser and demolished half of my house.***

**Kida- Oops! Sorry! X3**

**Axle- Great, now I need to move. -_-'**

**Gwen- All done, I have some extra rooms for you and Kida. See ya in the next chapter and let us know if you like the new aliens, guys.**


	54. A Jolt From The Past

**Chapter 54: A Jolt From The Past**

**Axle- Nice room! I like it!**

**Kida- Hey, there's only one bed. Does that means... Purrrr! *Kida release a strong odor as she purred at me.***

**Axle- Don't even think about it. And you're not a cat. Why does the skunk always be mistaken for the cat species?**

**Rook- Well, skunk belongs to the weasel family but due of the animation, the skunk was given a cat-like appearance so everyone always mistaken them for cats.**

**Axle- Thank you, Rook. You are so polite.**

**Gwen- Send the next chapter, 'kay? I got to feed my baby.**

* * *

-11 years ago-

At Bellwood, a lightning bolt travel across the sky then zapped the Mr. Smoothy's sign that have the word "GRAND OPENING" on it and travel down into the ground. Inside the restaurant, the cash registers bursted with electricity and money went flying in the air. Emerging from the cash registers is **Mega Watt**.

"Ha ha ha ha!" laugh the little Nosedeenain as he shoot lightning around the place. Entering the restaurant is the **11-year-old Stink Fly**. She land and lend her head forward, firing a series of acid goo at Mega Watt. He evade it but then got hit and got stuck to a smoothie machine. He struggle to break free.

"Man, you Mega Watts are so annoying." groan Stink Fly. Mega Watt broke free and zap the machine, forcing it to fire a blast of raspberry-cherry smoothies at Stink Fly, knocking her hard on the counter and she morph back into 11-year-old Gwen.

"Eww! Come on! So annoying!" groan Gwen as she wipe the smoothie off her clothes.

"Ah ha ha ha! Heh heh heh!" giggle Mega Watt as he flew off to the exit by bouncing from light bulbs to light bulbs. Gwen grab the cup and run toward the exit. Mega Watt emerged and flew outside but Gwen caught him inside the cup and trap him.

"Fun's over! At least this time, there's only one of you." smile Gwen. The cup start shaking then exploded in bright light, pushing Gwen back as Mega Watt flew up to the sky. He start absorbing the city's electricity and Gwen look up. He start multiplying.

"1, 2, 3, 4... Oh no." moan Gwen as Mega Watt created 500 clones of himself. Then they start flying around in circle, generating powers.

"Great! Buzz Shock is no good and I need more than just Feed Back to stop them. Wait, I know who!" smile Gwen as she activate the prototype Omnitrix and slam the core down, releasing a green light.

Her arms convert into giant mechanical arms, her legs become bulked mecha-legs, her back grew four cable plugs and her upper body become mechanical torso. Her head become covered in battle mask and her green eyes shine through the black visor. She wore the prototype Omnitrix symbol on her forehead.

"**Grid Master!** I totally forgot about her!" smile the Gridsapien.

"HA HA HA HA! HEH HEH HEH!" Mega Watt start laughing and point finger at Grid Master.

"Let's see if you still laugh without any energy!" frown Grid Master as the icon of **Ditto** appear on her face then she created a second Grid Master then a **Feed Back **icon appear on their face & they start draining all of their energy until they have nothing left and they fell asleep. "Oh yeah, because nobody, and I mean nobody, make a fool out of Gwen 10." smile Grid Master as they merged back as one. The Rust Bucket I arrive and Max & 12-year-old Kevin ran out of the RV with rubber sheets. They covered the sleeping Mega Watts with the rubber sheets then roll them up.

"It's a good thing Ben left behind his rubber sheet. They should make good insulation." said Max.

"Does Ben..."

"Yep, he does it every night." smirk Grid Master and so did Kevin.

* * *

-Present Day-

Gwen & Kevin arrive at the Control Room with Delvin & Sunny, who was in the baby cart. They walk to the elevator that lead to the vehicle depots where Grandpa Max & Grandma Verdona are waiting with Rook.

"S'up. Sorry we're late, but we have to pick up Delvin from school." said Kevin.

"It's okay. Hello, my grandson!" smile Verdona.

"Hi, grandma." smile Devlin.

"Grandma, will you look after Sunny and Devlin since Kevin and Max are going to do recon on the Grid System." ask Gwen.

"Sure!" chimed Verdona as she carry Sunny in her arms and bring Devin to the kitchen for some desert. As Max and Kevin left...

"C'mon, Rook. The Rust Bucket II was parked over there." said Gwen.

"We'll take my ride." said Rook as he show her where his ride is. She got wide-eyed when she saw the Plumber's Buggy but then it move away and reveal the common cargo truck. She chuckle softly.

"Let me guess, it's not an ordinary truck, right?" ask Gwen.

"Correct, it's my **Proto-TRUK**." smile Rook as he press the button on the remote and the Proto-TRUK transform into a starship.

"Awesome!" smile Gwen as they ride in then drove off into the tunnel, morph back into a truck and exited out of the base & into the traffic without anyone noticing. As they drive down the blocks, Gwen gaze at the ocean, feeling sad. Rook noticed it.

"I'm not familiar with human emotional cues. But are you angry with me?" ask Rook.

"Huh? N-No, I'm not angry. It's just that...well, seeing these beautiful ocean reminds me of Ultimo when we battled on Planet Piscciss." answer Gwen.

"Ah, yes. I read the information about Ultimo. She's your evil counterpart from the future who suffer mental distortion and wield the deadly device called the Gigatrix." said Rook.

"Yeah, she didn't mean to kill everyone. Anyway, the other reason I'm sad, it's because I'm feeling like a tour guy then a Magister lately. Over on your left, you see the city, over on your right, you see the ocean. Careful, it's wet." sigh Gwen in boredom.

"Water _is_ wet. I'm familiar with that." smile Rook and Gwen chuckle as she shook her head.

"Sorry about that. Guess I don't want to disappoint you since you're working with the Magister Plumber who save the galaxy several times." smile Gwen.

"That's why I'm looking forward to this. I hope the REAL Gwen Tennyson live up to the legend." said Rook.

"Wow, there's a legend about me?" wonder Gwen with one eyebrow up.

"They can't all be true, though. For instance, Alien X. That's just a rumor that a fan made up and put on the Extranet, right?" ask Rook.

"Alien X is real." smile Gwen.

"She is?! Show me! Change into Alien X right now!" ask Rook in excitement.

"Sure, but only for a second." smile Gwen as she activate the Omnitrix, selected the Alien X icon and slam the core down. She morph into a Celestialsapien.

"**Alien X!**" shout the Celestialsapien.

"Whoa! That was amazing!" said Rook in awe. Then she morph back into Gwen.

"See? The reason no one believe I have Alien X, it's because I hardly use her in battle. I transform several times to entertain my second and third personalities, the twin Rosaline & Grace." explain Gwen.

"Ah, understood." nodded Rook.

"Hey, there are several threats around here so let's do our hero things and tell me if I live up to the legend." said Gwen as they drove down the highway.

* * *

In the street, a group of crab-like aliens start devouring the cars and buildings until the Proto-TRUK arrive and the duo step out of the Proto-TRUK. Gwen gave a grin as she ready her Omnitrix. The crab aliens glare and they combined together into a large, 67-foot-tall crab monster. Gwen remain grinning as she rotate holographic ring and slam the core down, morphing into **Titanosaurus**, who now wear blue/purple shorts, midnight blue belt that goes from her left shoulder to her right waist & wore the Omnitrix symbol on her chest. She grow to 69 feet than wrestle against the crab alien then she grab it, lift it up then slam her knee against its back, causing the crab alien to disbursted into numberous crab aliens. They become scared and hide behind the cars. Titanosaurus morph back into Gwen and exchange a cheerful grin with Rook, who was impressed.

* * *

On the metro train rail road, a giant purple slime monster was wrecking havoc then got blasted by Rook, armed with his Proto-Tool. The monster slam his tentacles against Rook but he evade it and saw a midnight blue/blue blur charging down the rail road. The monster swung its tentacle and splash the whole rail with slimes. The blur, reveal to be Gwen as **XLR8**, leap into the air, release a green light and morph into **Needle Mouse** then she spin dash down and ram the slime monster down. He shot up and throw a blast of slime at Needle Mouse but she release a green light and the slime exploded in flames and smokes. In the Hedgesapien's place is **Heat Blast** with her right arm extended forward. Heat Blast now has two flames leaking from her upper back and slightly muscular. Heat Blast lend her hands back, flames begin to forms then she thrust her hands forward and release a huge heat wave, blasting the slime monster down and reduce it to small size. Then Rook capture it and gave a thumb-up sign.

* * *

In the bank of Bellwood, humans and aliens retreated to the street as a huge red-skinned hulk monster with large jaws on its torso start smashing around the bank and stole the moneys. Then Rook appear, aim his Proto-Tool and fire a blue energy beam with a metal claws on the tip at the monster. It missed but it caught the bags of money and snatch it away. The monster roar and charge toward Rook but a blast of ice-cold vapor struck him and he got turn into a statue of ice. Behind the frozen monster is **Frostblight**. Her ballerina outfit was replaced with midnight blue/purple outfit with matching shoes & she wore the Omnitrix symbol on her belt. She gave a smile as she exhale a cold air from her breath.

* * *

The Proto-TRUK was parked in the street and the duo relaxed for a while.

"So, what do you think?" ask Gwen.

"You are very powerful, Magister Gwen. Just like the legend said. Except for one detail." said Rook.

"What's that?" ask Gwen.

"The Ultimate Forms. I heard that you have the ability to turn your alien forms into their evolved forms, like Ultimate Swampfire, Ultimate Clockwork, Ultimate Grey Matter, the rest." explain Rook.

"Ooh, that. Well, it's because when I grew older, my aliens grow powerful. So I hardly use the Ultimate forms unless I'm facing a stronger foes." answer Gwen. Then they notice a goth teenager walking down the street, talking to his phone. Rook notice something else.

"His phone shouldn't be powered here on Earth. Is that normal?" ask Rook. Gwen observe the teen as he look over his shoulder with caution and saw his phone has yellow glowing cable connected to his backpack.

"No, that's not normal." frown Gwen. The teen walk into the alley while Gwen & Rook step out of the Proto-TRUK and sneak behind him.

"Well, you tell her I'm par something big!" shout the teen then he felt like he's been followed. "I'll call you back." whisper the teen as he hang up. Gwen & Rook move closer but Rook's Proto-Tool struck the trash can when they hide and they cringed. The teen convert his cellphone into an energy pistol, made a 180º turn and start shooting at them. Gwen push Rook away and the beam struck the trash can. The teen ran off and the duo stood up and chase after him.

"Halt! In the name of the Plumber!" shout Gwen as she chase him into the other alley then Rook pull her back as a buggy zoom out and barely hit her.

"We're even." smile Rook.

"Thanks! It's Hero Time!" grin Gwen as she run ahead, activate the Omnitrix, select the form and slam the Omnitrix core down. She release a green light and emerged as a Harmonisapien.

"**AurorAngel!**" shout the Harmonisapien as she fly up and pass over the buildings. The teen grinned as he think he lost them but then he saw AurorAngel behind him. He start shooting at her but she easily evade it. The teen look ahead, gasped and barely evade the Proto-TRUK that pass by. Rook turn the steering wheel and turn around, converted the truck into a starship and flew after him with AurorAngel. AurorAngel focus the energy in her eyes then shout.

"**Holy Gaze!**" AurorAngel fire moonlight energy ray from her eyes and struck the buggy's rear right wheel, causing it to pop and made the teen lost control & was force to stop. Rook parked the Proto-TRUK and jump at the teen who try to run away. AurorAngel arrive and morph back into Gwen as Rook cuffed him.

"What is your deal?! I wasn't doing anything!" shout the teen.

"Except shooting at the Plumbers." said Rook.

"And attempt to escape." growl Gwen as she snatch the cellphone. "Alien communicator, alien weapon... This is a Class 3.5 alien tech! Where did you get this and who do you work for?" ask Gwen.

"You guys won't last a minute against my boss." grin the teen then Rook heard a banging and humming sound.

"This doesn't sound like typical Earth combustion engine." said Rook.

"Maybe it's a hybrid." said Gwen as they went to check the buggy.

"There's nothing in there! I swear!" said the teen. They open the hood and found a large yellow canister attached to the engine unit. There's a crack then the crack grew larger as the humming sound grew louder and faster. Then it exploded in their face, forcing them to cover their face with their arms. A lightning bolt shoot out of the engine and land on the ground. As the smoke cleared, standing between the teen and the duo is...**Mega Watt!** Gwen gasped when she saw the Nosedeenian then Mega Watt jump up and dash toward the teen that try to run away. He land on the backpack and zap it. He jump back to his place with a second Mega Watt. Then they start flying around, messing with the lights as they enjoy their freedom.

"Mega Watts? I haven't seen these guys for years." said Gwen. The Mega Watts land on the street and growl as they glare at the teen, who remain sitting on the ground. He nervously smile at the Mega Watt then they pounce him and start zapping him.

"Oh! Ow! Ouch! Cut it out!" shout the teen.

"I never face a Nosedeenian. Any advice?" ask Rook as he pull out his Proto-Tool and activate the energy sword. The Mega Watts saw Rook then they fly around him, laughing and zapping him.

"Try not to let them zap you." answer Gwen with a narrow look on her face.

"Duly noted." grunt Rook as the Mega Watts flew off to the power lines. They start talking to each other than travel through the power lines.

"Stop them!" said Gwen as they run after the Mega Watts. The teen stood up and run away. The Mega Watts went through the traffic lights and messed it up, causing a traffic jam. Gwen & Rook arrive and look around.

"Where they go?" ask Gwen.

"Up there!" said Rook as he point at the building where the Mega Watts start taunting them then ran off.

"I'll keep after them, give me some eye in the sky." order Gwen as she chase after the Nosedeenains. Rook fire his grappling hook and pull himself up to the roof then swing across the building until he land on the roof. He look ahead and saw lightning bolts arcing across the power lines. He pull out his Plumber's badge.

"They seems to be moving toward the water port." said Rook. Gwen continue running after them then decide to activate the Omnitrix.

"If you want to catch a Nosedeenain, you have to _become_ a Nosedeenain." said Gwen as she slam the core down, morphing into a female Nosedeenain with midnight blue stripe and blue lighting arcing from her head.

"**Buzz Shock!**" giggle the Nosedeenain as she transform into a lightning bolt and chase after the Mega Watts. They move more faster than Buzz Shock then she lost them. "Hey! Where'cha go?!" ask Buzz Shock.

"Gwen 10! Over here!" shout the Mega Watts and Buzz Shock saw them. "Follow us! Quickly!" said the Mega Watts as they dash off. Buzz Shock got confused but she ignore it and follow them to the dock. Buzz Shock land on the top of the stair and saw the Mega Watts enter the warehouse. Rook arrive as Buzz Shock morph back into Gwen.

"Did you lost them?" ask Rook.

"No, they went into that warehouse. But the strangest thing is that, when I was Buzz Shock, the Mega Watts are saying 'Follow us.' Like they want us to find that warehouse." said Gwen.

"Hmm, very strange." Rook agreed. They enter the warehouse and quickly hide behind the bunch of boxes. They peek over the boxes and saw a large generator with yellow bulbs around it. Then they saw the bulbs are filled with Nosedeenians and two Mega Watts are trying to break it but to no avail. One of the Mega Watt saw Gwen and start jumping and waving then he start whimpering as his friends became too weak.

"Oh my goodness, that's a Class 8 alien tech! And the Nosedeenains needs our help." said Gwen.

"Someone must've set this factory work, using them as a power source." said Rook. Then he push Gwen back as they heard a noise. On the ledge is a thug wearing mechanical arms with two canisters on his shoulders.

"Hey, two of the batteries got out!" shout the thug as he jump down and land on the floor. The Mega Watts try to run away but he caught them with his electrical ray, pull them in and suck them into the canisters, Gwen can't believe what she saw: mistreating and hurting aliens, something she really hates. Then she heard an electrical crackle behind them as the second thug come closer to sneak attack them.

"We better do something soon, if you know what I mean." growl Gwen.

"I do." said Rook. They turn around, Gwen sweep kicked the thug off his feet and Rook kick him against the wall. Then they got caught in any electrical barrier.

"Great!" growl Gwen. The thugs grin then the door open. Entering the warehouse is a tall brute with spike-like punk hair and skull paint on his face. Behind him is the teen they just arrested before.

"You better be worth interrupting my workout for." frown the brute.

"Looks like spies, **Fistrick**." answer thug #1. Fistrick toss his towel and start punching the punching bag.

"We got spies, in my house of business?" ask Fistrick as he continue sparring.

"You have completely violated several Plumbers' Laws!" growl Gwen as Rook took out a small device and start fiddling with it. "And it's seems you don't want anyone know about your stupid business!"

"Well, this kind of alien tech didn't just fall off a truck." scoff Fistrick.

"I'm sure whoever you took it from isn't going to be happy." Gwen glared at Fistrick. Fistrick land a left cross hard and the punching bag snapped and slam on the floor.

"Ha ha ha. You don't care anymore, bro." chuckle Fistrick. That words made Gwen even more angrier. **(A/N: I was thinking to make Fistrick say 'Sis' on Gwen but doesn't sound good on him. Beside, Gwen got tomboyish when she's 22)**

"You attacked the Plumbers, stole the Class 3.5, 4 & 8 alien techs and brutally used the Nosedeenain hostages to charge it!?" snapped Gwen.

"One alien makes it, another alien powers it. I mass produce it and sell it to the highest bidder. It's just good business, bro." grin Fistrick then he noticed the device on Rook's hand, which the red bulb turn greena and let out a beep. "What is that?!" ask Fistrick.

"An Electron Entanglement Distrubter." answer Rook as he press the button and release an electrical discharge, removing the barrier. Gwen, in fit of rage, slam the Omnitrix core and morph into...

"**BLOXX!**" shout the Segmentasapien as she slam her fists against the ground and send a shifting shockwave, knocking out thug #1. Thug #2 engage Rook, armed with his Proto-Tool: Sword Mode. He throw many powerful punches but the mecha unit made him not just powerful but also slow, unable to match Rook's agil speed as he disable his right arm with only two strokes in one sec. Thug #2 can't move with his right arm disable so he try to fire an electron beam but Bloxx extended her arm, grab his hand then throw him away.

"You just made a big mistake, bro." frown Fistrick. Bloxx, now calmed, morph back into Gwen and cross her arms.

"I made several mistakes. Beating you up is not one of them." grin Gwen. Fistrick gave a grin then ran off, with the teen following him. Rook switch his Proto-Tool to Capture Mode and fire a lasso shot, binding the teen down again. The floor open up and Fistrick jump down. Then emerging from the floor is a giant mecha suit.

"You didn't ask why do we need so many Nosedeenains!" smirk Fistrick as six canisters that have the Mega Watts turn on and transfer their energy to the suit while they are screaming in pain. "Looks like I get my workout after all." grin Fistrick.

"That's a Class 12 Armor Mecha Suit. Even fought one before?" ask Rook.

"No. What forms should I use? I have a few mecha aliens." ask Gwen.

"I suggest you should try an Ultimate form?" ask Rook.

"Stop it." frown Gwen. Then their bodies has laser targets around them then the Mecha Suit gave a beeping confirmation. The Mecha Suit reveal missiles launchers from its extended arms and shoulders & fire missiles at Gwen & Rook. They try to run away but the missiles struck the floor and the explosion force pushed them away.

"WHOA! I LOVE IT!" laugh Fistrick. Rook stood up and command his Proto-Tool on his shoulder to fire a rapid-shot at Fistrick, pushing him back but Gwen heard the Nosedeenains screaming.

"Rook! Stop! You might hurt the Mega Watts!" order Gwen.

"But Magister, if we don't fight back, that tend to make our job more difficult." said Rook.

"Oh, we're fighting, we just have to beat him without hurting the Nosedeenains." said Gwen.

"That will not be easy." said Rook.

"It never is." smile Gwen. Fistrick emerged from the smoke undamaged and open fire with the Mecha Suit's eye laser bullets. Rook took cover while returning fire while Gwen start rotating the holographic ring and selected the Robosapien icon. She slam the core down and release a green light. A red/ruby core appear on her torso, then she grew tall as she gave an exaggerated grin and her whole body turn crimson red armor-like skin, her arms become slightly bulked with four fingers then her legs expanded and wore midnight blue pants with blue cuffs. She become a planet-like alien with the Omnitrix symbol on her forehead. **(A/N: Like Betty 10's Cannonbolt, this alien have her head separated from her torso to give feminine appearance.)**

"**Gravattack!**" shout the female Galilean. "Whoa, I got Ben's alien?" wonder Gravattack.

"You can presto change all you want, I'm still gonna squash you like a bug!" shout Fistrick as he slam his fist against his open hand, with the Mecha following the suit. Then he charge toward Gravattack and punch her through the wall and she skidded across the dock. She stood up and rub her head with her hand. Fistrick run out the warehouse and jump toward Gravattack with his fist ready. Gravattack growl and block his punch with her forearm then she thrust her free hand, covered in gravitational field, and push Fistrick into the air & stop.

"Guess what, I control gravity!" grin Gravattack as she slam Fistrick against the dock. He try to get up but failed and Rook jump on his back and try to free the Mega Watts. "All right, Rook!" cheered Gravattack as she throw her fist up and accidentally lift Fistrick and Rook up.

"Gwen, focus your gravitational field down." said Rook.

"Oh, sorry." said Gravattack as she slam Fistrick back against the dock and one canister shot out of the Mecha's back. Rook notice it and gave a smile. Then a turret emerged from the suit and aim at Rook.

"Oh dear..." said Rook, wide-eyed. Then he got blasted at blank range and slam against the steel cargo.

"ROOK!" gasped Gravattack. She run to the unconscious Rook and try to wake him up. "Rook? Come on, partner. Wake up!" begged Gravattack then Fistrick grab Gravattack and slam her against the dock. Then he slam his fist against her chest then continue his assault.

"You. Want. Some. More. Bro?" ask Fistrick as he continue pounding Gravattack.

"Not. Much. Actually." grunt Gravattack.

"Too bad about your friend. Too bad for yo- Huh?" Fistrick saw a crane with a steel hook swing at him and smack him up in the air and he crash into the warehouse. Gravattack check to see who is operating the crane and it was Rook!

"Rook! Thanks for the assist!" smile Gravattack.

"You're welcome!" smile Rook. Then Fistrick jump out of the warehouse and land on the dock on one knee and fist down.

"Weak!" growl Fistrick.

"Gwen, I know how to save the Nosedeenians, but I'm afraid it will be a difficult shot. Try to get that suit to stop moving." said Rook as he convert the Proto-Tool in bow-like form.

"Got it!" nodded Gravattack. Fistrick charge toward Gravattack but she use her gravikinesis to levitate him up, toss him overhead and slam him against the dock. Fistrick struggle to stand up.

"Got anything else, hero, or you're just a one-trick wimp?" grunt Fistrick.

"Nah, I'm just enjoying of finally having this girl to use. Now you might be able to withstand 40G..." Fistrick become wide-eyed when she said "40G" then look at the dock; they begin to crack under pressure and shift down. "...But I don't think the dock can. What do you think?" grin Gravattack as the dock collapsed beneath Fistrick and fell into the water, then Gravattack lift him up, slam him down and again and again.

"Ha ha, this is like one of those dunk tanks! Are you having as much fun as I do?" ask Gravattack. Fistrick got dazed and the water start leaking in the Mecha suit. "Rook, I got him to stop moving! Now's your chance!" shout Gravattack. Rook nodded and took a deep breath, pull the two energy bolts back, take focus aim and release, sending energy arrows to strike the Mecha suit's back. The suit release a shock and the canisters shoot out of its back, shattering and freeing the Mega Watts.

"Way to go, Rook!" smile Gravattack as she drop Fistrick on his knee on the docks.

"Ugh..." groan Fistrick as he recover. The red light faded and the water stop leaking.

"WARNING! POWER LEVEL CRITICAL! 12% REMAIN!" warn the AI.

"Just enough." growl Fistrick as he press the button. The Mecha Unit let out a beeping sound then the suit brought all the missiles launchers from the arms, shoulders, chest and legs, firing all missiles at Gravattack and Rook. Gravattack quickly use her gravikinesis and caught all the missiles, making them start spinning around her.

"I have my own orbit? Now that's awesome! I wonder..." Gravattack rubbed her chin as she stare at Fistrick.

"Oh...This is not good." said Fistrick. Gravattack curl herself into a mini-planet and increase her gravity, pulling the Mecha suit into her orbit, spinning him around at high-speed with the missiles. "WHOOOOOAAAAA!" yell Fistrick as he hang on the control then Gravattack send him flying across the docks and crash against the steel cargo boxes. Then she send all missiles at Fistrick, blasting and destroying the Mecha Suit.

"I think you had enough." said Gravattack as Fistrick crawl out of the debris.

"Oooh...bro..." Fistrick pass out. Gravattack morph back into Gwen and Rook join up with her.

"We did it!" smile Gwen.

"It was not easy." Rook remind her.

"It never is." shrugged Gwen.

* * *

Five minutes later, the Plumbers arrive and took Fistrick and his goons away. Verdona walk up to Gwen after Rook call his Proto-TRUK and it arrive on the docks via auto-pilot.

"Well, thanks to you, Gwen & Rook, now the Nosedeenains are going to powered the whole Bellwood." smile Verdona.

"Since when?" ask Gwen.

"Since now." said Verdona with a giggle as she point at the generator transport that have the Mega Watts inside. The Plumbers place the last Mega Watt in and he shook hands. Then he wave at Gwen, thanking her for saving them.

"You're welcome, fellas." smile Gwen.

"The Tennyson Legend usually ended some kind of blended beverage?" said Rook.

"Smoothies? Sure, let's get some. Did you know that Ben loves smoothies and Chili Fries?" ask Gwen as they ride in the Proto-TRUK.

"Yes, I read his info. So how many Ultimate forms you have?" ask Rook as he pilot the starship across the sky.

"About 10, give or take. Alien X can even become Ultimate Alien X." said Gwen.

"Really?! Can I see it?" ask Rook.

"Other time, I'm bushed." sigh Gwen.

"But you don't look like George Bush." said Rook, confused.

"No! 'I'm bushed' means 'I'm tired'!" exclaim Gwen.

"Oh. Well, I'm bushed too." smile Rook. Gwen gave a good-nature chuckle and shook her head.

* * *

**Axle- Okay, I'm on the roll!**

**Kida- Hey, look, I'm built my own Proto-Tool! Check it out! *She press the button and fire a laser bolt at my hair, which would've been my face if I haven't ducked***

**Axle- WATCH YOUR AIM! That thing is loaded!**

**Kida- Sorry, I'll aim at the other direction.**

**Rook- Please leave reviews.**


	55. It Was Them

**Chapter 55: It Was Them**

**Axle- Please be careful with that Proto-Tool.**

**Kida- Proto-Tool? I rather call it Kida-Tool.**

**Rook- Please, Kida. Axle Hedgehog ask you to be careful.**

**Kida- No worries, I have it under control, watch! **

***She morph the Kida-Tool into a bow then fire an energy arrow. It bounced off several walls then struck Kida's behind***

**Kida- YEOW!**

**Axle- Ouch! That gotta hurt.**

**Kida- Ow...Owie... Axle, can you get that alcohol swap for me?**

**Axle-Okay. If you fire that Kida-Tool one more time, I'm gonna call Lydia and have her bring that mutant cat girl, Aqua, over here so she can have some fun with you. *Evil grin***

**Kida- NO! NOT AQUA! PLEASE NOT HER! SHE'S CRAZY!**

**Rook- Shall we send the chapter?**

* * *

At the Burger Shack restaurant in Bellwood, Gwen went to the stand with Devlin and Baby Sunny & make some orders. Unbeknownst to Gwen, Khyber was watching her every move. Khyber saw Gwen all alone, beside her kids, and drop on one knee & pet his lizard-dog alien. **(A/N: What species is the lizard-dog?)**

"Ready, my friend?" ask Khyber. The dog growls and jump off the roof and dive down to the street. The device release a red light and the dog begin to transform.

Gwen went to the seat with her kids and start enjoying their foods. While Devlin was eating his burger, Gwen was giving baby food to Sunny.

"Who is the cute princess here? Who is she? You are! Yes, you are!" cooed Gwen as she feed Sunny, who was giggling at her mother's baby talk and clapped her hands. Suddenly the ground start shaking and Gwen look up in confusion. She gaze at the soda as it fell off the table by the tremor. Then an explosion of dust cloud erupted from the parking lot and emerged a Talpaedan Predator named **Slamworm. (A/N: I used Slamworm in the previous chapter and Ben easily kill it*)**

He saw Gwen then charge through pavements toward her. Gwen try to tell a teen to watch her kids but he ran off in fear. She sigh then a Kineceleran girl said she'll watch the kids so Gwen thank her and step forward to confront Slamworm.

"Let's make this quick, slimy!" She activate her Omnitrix and slam the core, releasing a bright green light and morph into a female Petrosapien wearing midnight blue with blue stripe and wore green/white belt with the Omnitrix symbol. She's also belly opened and has only one bang.

"I want to enjoy my afternoon with kids and you are not going to ruin it!" frown **Diamond Head**. Slamworm spew a barrage of acid orbs at Diamond Head but she roll forward then thrust her fists up and fire a series of crystal shards at Slamworm. He stagger back then retreated underground. "Hmm, nice trick." said Diamond Head. Then he resurface, fly across the parking lot and burrow underground again while Diamond Head try to blast him with her attacks.

"Hold still, will ya?!" grunt Diamond Head then Slamworm surfaced behind her and burrow underground again. Diamond Head turn around and ran to the hole & examine it. "Not going to play Hide-" Suddenly Slamworm emerged from the ground and grab Diamond Head's arm, swing her back and forth then toss her up in the air and back down. Slamworm open his jaws and was ready to eat Diamond Head but she quickly recover and stop his jaws from closing.

"I came here to eat lunch, not _be_ lunch!" grunt Diamond Head as she struggle to break free. She push his jaws wider then lift her arm up and morph it into a crystal blade. "This is going to hurt you, more then it hurts me!" Diamond Head ram her blade against Slamworm's spinning-rock-crushing maw and grind it to a halt until the blade shatter & Slamworm shriek in pain and toss Diamond Head into the street. She land on her back and recovered on her feet. She gaze at her broken blade.

"I am not doing that again!" said Diamond Head as she regenerated then she look at Slamworm, who is slamming around in pain. "Guess you bit off more than you can chew, huh? Ha ha ha ha...ha ha..uhh..." Diamond Head saw the human, Tetramands, Opticoids and Conductoids civilians gaze at her, not finding that joke funny. Even Devlin & Sunny gaze at her.

"What? It was a little funny." shrugged Diamond Head.

"Mom, Uncle Ben make worse jokes then you." said Devlin. Diamond Head shook her head and change her gaze to the Talpaedan Predator. He's planning to retreat.

"Uh-huh! You're not getting away!" Diamond Head ram her fist into the ground and send a field of shifting crystal toward Slamworm and trapped him. He look around and saw no path for him to attack or jump across. "Got'cha!" grin Diamond Head. Khyber was watching the battle then let out a high-pitch whistle from his gills. Slamworm heard the whistle and fire a barrage of acid slimes at Diamond Head, who quickly morph her arms into shields and defend herself.

"Hey! #1- That's disgusting! And #2..." Before she finished talking, Slamworm was gone. She walk toward the hole and morph back into Gwen, cross her arms and groan in annoyance. As they leave, Gwen saw the Proto-TRUK in disguise mode, she frown and stomp her way to the Proto-TRUK and open the door. She found Rook enjoying his lunch.

"So you spend your whole time sitting here, eating..." argue Gwen as she bring her kids inside the Proto-TRUK.

"Mai Sinzu Swamp Hoppolis. Would you like some?" ask Rook. (**A/N: Sorry, I watch this episode without subtitles)**

"Ugh! You, Ben & Grandpa Max." groan Gwen and Devlin gave a gross out face. "Why didn't you back me up?" ask Gwen.

"You should've said something." answer Rook.

"Like what?" ask Gwen.

"Like, 'Rook, I need help'?" said Rook with a smile.

"Well, I would said that if I KNEW you were here!" complain Gwen. Then she took a deep breath and calm down. "Okay, I'm me again. Phew, you know, I've been attacked by more monsters than Tokyo."

"I thought that was normal." said Rook.

"These things aren't normal. I was attacked by a Pyronite Predator, Lepidopterran Predator and now a Talpaedan Predator. But how did these Predators got here when they only existed on the three aliens' home planet?" Gwen wondered.

"Dude, who won't want a sick freaking monster on you?" ask Rook. Gwen gave him a confused and 'what-the-heck' look. "I've...been working on my Earthling conversation..." said Rook, feeling a little down.

"Don't worry, I'll help you." smile Devlin.

"And here's another thing: They all wear red collars. It's like they were pets of someone...someone...who mutants animals! I know who is that culprit: **Dr. Animo!**" smile Gwen.

"Dr...Animo?" ask Rook.

"Yeah, that guy's been after me ever since I was little. Mutant frog, flaming bat, crystal lizard, you name it." said Gwen as Rook check on the Super-Villain Profile.

"I'm not familiar of this culprit but there is an Dr. Animo in holding cell at Plumber HQ." said Rook.

* * *

As they return to HQ, Gwen send Devlin to his room with Sunny and ask Kevin to come along.

"I'm telling you, Rook, it gotta be Animo." said Gwen.

"That's what you been telling me." said Rook as they enter the elevator.

"You actually think Animo is sending these Predators to kill you?" ask Kevin.

"Well, they say Tyrak the Tyrant manage to stage a military cue without ever leaving his prison cell." said Rook.

"See?! Dr. Animo just mutated his brain to enable telepathy to control any mutant animals, even aliens." explain Gwen.

"He has plasma gun, and an army of million-"

"Actually Animo rely on mutant animals to do his bidding. He once tried to add 10 alien DNA into his body after he saw me become a monster via the black box but, since he's not Osmosian, he just destroyed his whole body except his head. Vulkanus and Kraab place Animo's head into some device which allow him to possess any animals or humans he come across. He use an Vulpinmancer to beat us but Ben 14 bested him and we locked him up here." explain Kevin.

"You know, talking about Animo made me remember the time when I was 10-year-old." smile Gwen as she start remembering.

* * *

-_Flashback_-

_"Curse you, Gwen Tennyson! Curse you and your meddling ways!" shout Dr. Animo, wearing the rebuilted Transmodulator after Gwen defeated a mutant dinosaur-kangaroo hybrid with a second mouth on its belly and has a second pair of arms._

_"You haven't seen the last of me, Gwen Tennyson!" shout Dr. Animo after Gwen, Ben 14 & Kevin defeated the mutant frog._

_"I'll get you if it's the last thing I do, Gwen Tennyson!" growl Dr. Animo as he swing his fist around after the trio defeated the mutant snail._

-_End Flashback_-

* * *

"Did he actually say those things?" ask Rook.

"I think...so?" Gwen wasn't sure.

"Hey, it was 11 years ago. Not easy to remember that far." shrugged Kevin.

"He sound like a harmless excentric" smile Rook as he pass the Plumber Badge on the scanner to open the cell.

"'Harmless'?!" ask Gwen with a serious look. The cell open...and it was empty, except for the stuff animals, which it was sewed in hideous way, like mutant animals. "What do I tell you, Rook? The crazy is right here in front of us!"

"Conversely, the prisoner himself is not." said Rook as he took the words from the married couples about Dr. Animo.

"But if he has telepathy, then why is he not here?" ask Kevin as he search around.

"The force field was not tampered with." remind Rook.

"True, and the vents has security grids so no one can escape." said Kevin. Gwen look at the floor and notice an army of ants marching in line. She bend on her knees and couch down. Kevin grinned as he enjoy the sight of her rear.

"Nice view." grin Kevin.

"You love it, don't you?" smile Gwen then she focus on the ants. "What are these ants doing here?"

"Ants are quite common on Earth. There are well over 12,000 species." said Rook. Gwen observe closely and notice the ants are leaving and entering behind the toilet.

"But what are _these_ ants doing _here_?" ask Gwen again as she grab the toilet and pull it aside. Kevin & Rook become wide-eyed of what they discovered.

"Now why didn't we see that coming?" ask Gwen as she crawl into the vent.

"I'll go first, Rook. Only I take the view." smile Kevin as he crawl into the vents. Rook didn't understand that but he follows anyway. After few minutes, they arrive in the sewer tunnels.

"Aaaand we're in the sewers." said Kevin. Gwen cover her nose with her hand.

"Of course we are." moan Gwen.

"These sanitation ducts runs under the whole city. The escaped prisoner could be anywhere." said Rook as he turn on the flashlight on his Proto-Tool.

"Maybe not just anywhere." said Gwen as she point at the ants, who are marching down the tunnels. They start following the ants until they turn left and ran into a giant-sized fire ant.

"GAH!" exclaim the trio.

"KRIIII!" shriek the fire ant as it spew fire-ball at the trio. Gwen & Kevin jump away while Rook trip and fell on his back as the fireball crash behind him. Then Rook quickly grab the ant's jaws as it trys to eat him. Kevin stood up and absorb the metal from the pipes while Gwen stood up and start browsing through the holographic ring on her Omnitrix.

"Fire-breathing giant ant. Classic Dr. Animo." chuckle Kevin as he morph his hand into a hammer.

"He sounds like a very strange man." grunt Rook as the ant start drooling and its drool ignites in flames when touch the ground. Kevin slam the ant away but it recover and charge toward Kevin.

"Time to bring out the noise!" grin Gwen as she slam the core and morph into...

"**Sonicboom!**" shout the alien as she dash toward the ant and stand beside it as it spew fireballs at Kevin and his armor can barely hold it.

"Little help!" shout Kevin.

"Hey! Over here! AHHH!" scream Sonicboom as her sonic scream struck the ant. The ant start following Sonicboom as she ran off, shouting to Rook. "And you don't even ask for my help."

"Point taken." said Rook as the duo follow the ants. The ant spew fireballs but Sonicboom zigzags and start taunting it.

"Nah nah nah!" laugh Sonicboom. Rook pull out his Proto-Tool and shoot at the ant but the shots has no effect. So he resume the chase while Kevin absorb the Proto-Armor's metal for better durability. The ant continue chasing after Sonicboom but she disappear. As it search around in a big room, the ant got distracted by Rook's attack than Kevin land a powerful punch in the face, sending it crashing into another room. It stood up and it suddenly got caught in a tornado. It saw the images of Sonicboom running around then stop until there are multiple after images then she amped up her volume.

"AAAAAAAAAAAAAAAAAAAAAAAAHHHHHHHHHHHHHHHHHHHHHHHHH !" scream Sonicboom at her highest volume, causing the whole area to quake and the ant scream in pain then exploded. Sonicboom stopped screaming and the tornado subsided & she morph back in Gwen.

"Ingenious! The sound must've animalize the pyroforbic chemical in its body." said Rook in awe.

"That's why I chose Sonicboom. How are you holding up, Kev?" ask Gwen.

"Great, thanks to Rook's Proto-Armor." smile Kevin. Suddenly they got surrounded by more mutant ants. "I should've seen that coming."

"Rook, does your Proto-Tool has any freeze ray or fire extinguisher?" ask Gwen.

"No, but that second one will be a useful feature." answer Rook. Gwen then activate the Omnitrix and was about to slam the core until the ants start fleeing for unknown reason.

"What the?" wonder Gwen.

"They gave up too easily." said Rook.

"Yeah, let's go and follow them." said Kevin as he ran ahead with Gwen & Rook following. They found a group of ants carrying machinery.

"Ants, carrying machinery? Very odd, no matter their size." said Rook.

"But they're big enough to carry _us_." said Gwen as she leap down and ride on the tech the ant carries on its back. Kevin & Rook leap down and join the ride. Lucky for them, the ants didn't notice them. "I'm not sure I wanna know this but, um, why do you know so much about ants?" ask Gwen.

"When I learned I'm coming to Earth, I read a fascinating guidebook by Marcel of Valdes' Time. He explain that ants are the dominate life forms on your planet." explain Rook.

"Why on Earth would he think that?" ask Kevin.

"Well, ants do outnumber humans here nearly 200,000 to 1, and are fond on every continents except Antarctica, ironically." smile Rook. Once the ants emerged from the cave, entering the wasteland, the trio jump off the ants and hide behind the rocks.

"Where is this evil mastermind, Dr. Animo?" ask Rook.

"Oh, I don't know. I bet over there, inside that skyscraper-sized anthill." said Gwen as she point at the giant anthill over the distant.

"Ah, of course." said Rook and Kevin chuckle. They arrive near one of the entrance but they find entering near impossible.

"I don't see other way so a brute force will do." smile Gwen as she activate the Omnitrix and Kevin morph his hand into a spiked mace.

"One moment." said Rook. He found a puddle of green slime and he pass his hand across, covered it in goo then splash it on Kevin's face.

"GAH! WHAT THE HECK!?" exclaim Kevin. Rook grab more slime and dunk it on Gwen's face also.

"EEK! What's with the mud pile?!" scream Gwen as Rook splash more on Kevin then splash more on Gwen.

"Not mud, turmoil." answer Rook as he splash some on himself. "Ants instantly any intruders. With these incision on us, we'll smell like member of the colony."

"This better work, cause if you just smeer me with ant goo for nothing, you're gonna have a problem." growl Gwen.

"Seriously, you don't wanna get on her bad side." said Kevin. They walk down the path with the ants until a vicious ant with large jaws stop and turn around. It saw them and move closer to them. It start sniffing at them, tilt its head side-way then it left to join the others.

"Proud of yourself?" ask Gwen bitterly.

"I did not say a word." said Rook as he walk ahead, ignoring her attitude. They head inside and found some mutant ant larvas devouring rocks. Suddenly Gwen's stomach start growling and she become nausious. They continue their trek until they arrive in a huge cave and found a giant tower in the center. On the control panel is a man wearing a water tank-like helmet with water and his head in it.

"Yes, my pets! Built! Construct! Grow!" shout the man.

"Dr. Animo!" shout Gwen & Kevin as the trio arrive. The man turn around and revealed the head of Dr. Animo possessing one of the Plumbers' body and wore the Transmodulator on his torso.

"Gwen Tennyson!" exclaim Dr. Animo.

"Did you send alien Predators to kill me?" ask Gwen as she wipe the slimes of her face and clothes. Kevin did the same by dissolving his armor and wipe a bit of the slimes off his A.O.A. Rook grabs Gwen's shirt and wipe his face with it.

"Hey!" growl Gwen and Rook shrugged.

"Alien Predators? I don't know what are you talking about." scoff Dr. Animo.

"Don't play dumb!" frown Gwen.

"I'm not playing. Honestly, I haven't plan on killing you until Phase 2. But, here you are." grin Dr. Animo. "First, however, you will witness my greatest triumph! Did you know there are roughly quadrillion ants on Earths, its species native on all continents but Antarctica?" ask Dr. Animo.

"Actually...yes, we did." said Gwen as she and Kevin grin at Rook and Rook frown.

"The device before you generates mutated genetic pulse, that will turn every single ant into a giant mutant with me, Dr. Animo, as their King! The world will be my ant farm! Muwah ha ha ha ha ha ha!" laugh Dr. Animo.

"This is not your guy." said Rook.

"You got that right." said Kevin.

* * *

Outside, Khyber and his dog are scouting across the area until they found footprints. The dog sniff the prints all the way to the cave then he growl fiercely.

"Flush him out." order Khyber as the dog run into the tunnel.

* * *

"Look. Dr. Animo, I think you did more than destroying your own body, you broke your mind. Beside, an army of giant ants lead by a floating head possessing a dead Plumber is not right." complain Kevin.

"Yeah, and come on, you know we can't let you get away with this. My new partner, Kevin and I will-" Gwen notice Rook is staring at the ant, who is carrying a device.

"That is a Coremite Power Core." said Rook as he start rubbing his chin.

"Uh, Rook?" ask Gwen.

"Uh, keep chatting, I got this." said Rook as he walk away.

"O-kay, Kevin & I will smash this picnic!" grin Gwen as Kevin absorb the metal from the floor and morph his hands into giant fists. Then sound of orchestra was heard as steam vapors from the device behind the control panel.

"Do your worse, Gwen Tennyson! Nothing can stop me! BUWA HA HA HA HA HA!" laugh Dr. Animo as he slam the red button, activating the machine. Gwen activate her Omnitrix and the core pop out without her selecting the alien.

"Okay, it's time to fight fire with **Swampfire**!" shout Gwen as she slam the core and release a green light. She morph into a Felinain with midnight blue bra, blue skirt and wore the Omnitrix symbol on her chest.

"RAAAAAAWWWWRRR!" roar **Tigra** then she notice she didn't become Swampfire and got very ticked off. "LET ME TELL YOU SOMETHING, NEW OMNITRIX! YOU TURNED ME INTO A WRONG THING!" shout Tigra.

"Gwen! Animo!" shout Rook as he battle the ant to steal back the core. Tigra glare at Dr. Animo and growl.

"Right!" she said and they charge toward him. Dr. Animo place his hands on his head and release a telepathic pulse.

"Come, my ant army! Destroy Gwen Tennyson!" shout Dr. Animo. Tigra & Kevin jump to attack but two large ants tackle them. Kevin stood up and start slashing them with his battle axes while Tigra evade an acid gunk from the ant. More mutant ants surrounded her.

"You may be strong, but insufficient numbers, the ants can take down _any_ preys!" said Dr. Animo.

"You better not mess with me 'cause Tigra is in a very BAD mood! Time to show you what my cousin Rath taught me!" growl Tigra as she charge toward the ants. She leaped up and slam her arms against the ant's back.

"_GRAAAHHH! **COSMIC DROP!**_" roar Tigra then she land a spinning uppercut with swirling aura on the second ant.

"**_RISING DRAGON FIST!_**" Tigra then channel the Omnitrix's energy into her hands then ram her cupped hands through five ants.

"**_BLINDING TIGER IMPACT!_**" Tigra then land a powerful axe kick on the other ant.

"**_HALF-MOON KICK!_**" Finally Tigra blast the ants with her sonic roar then she become a spinning humanoid cannonball and tackle all of them then slam her fist against the ground, sending shockwave everywhere.

"**_HYDRA SMASH!_**" roar Tigra and all the ants got defeated. Then Tigra heard screeching sound so she look up and got wide-eyed when more mutant ants rain down on her and slam her against the floor, sending dust cloud in the air.

"In a few minutes, you will be nothing but bones!" shout Dr. Animo.

"Oh, yeah, Dr. Animo? You bubble-headed tyrant of mutant...uh...mutants! Tigra is going to rip your-" The ants covered her completely, leave her threat muffled. She struggle to break free but there are too many. "Ow! Argh! Hey, let go-YEOW! Okay, now you're asking for it! Tigra is going to squash you like a bug! A giant bug! Many giant bugs!" roar Tigra in fierce rage then the ants got blasted by Rook's Proto-Tool and Kevin discharge a heat ray he absorbed from the ants & blast them away. Rook then command the Proto-Tool to fire a tow cable, lasso Tigra's leg and yank her out of there. She land on the ground with a thud.

"Gwen! I recovered the Coremite Power Core!" said Rook as he hold up the device.

"LET ME TELL YOU SOMETHING, NEW ALIEN PARTNER WHO IS HAVING A HARD TIME TO BACK ME UP! TIGRA IS GONNA- Huh? Ahhhhh...Purrr..." Tigra become calm and start purring at Kevin, who just touch her soft spot on her neck.

"What happen?" ask Rook.

"I touch her soft spot on her neck. She love it when I touch it. Gwen, I suggest you switch forms, okay, sweet angel?" smile Kevin.

"Roowwwrrr~! Sure, handsome." said Tigra, now back to her peaceful self. More ants jump at them but Kevin morph his hand into a giant fist and smash them against the wall. Rook return fires but both Rook and Kevin got pummel by the ants as they charge toward Tigra. She gasped then quickly slap her Omnitrix symbol, releasing a bright green light as all the ants dog piled on her. The last ant jump up and land on the pile. Suddenly they got engulfed in a massive green light then they got blasted into pieces as the rising dust cloud rocket up into the air. The dust cloud faded away and reveal an energy orb then it land on the ground and the energy orb was removed, revealing a yellow-skinned humanoid alien with no nose, long orange hair, green eyes and wear the midnight blue/blue uniform (With the Omnitrix pattern) with the Omnitrix symbol on her waist. She have a long monkey-like tail and two front claw-like toes and she have pointed ears.

"Whoa! New alien! Cool! I wonder what I can do?" wonder the new alien in a Brooklyn accent.

"It doesn't matter what _you_ do, for now you will face the fury of...The Ant King!" shout Dr. Animo as he wore the ant-like body armor with the Transmodulator on his chest, has a second pair of arms and wore the helmet that empowered his telepathy.

"Ant King? You might wanna work on that name." giggle the new alien. Dr. Animo growl and command his second arms to fire flamethrower at the new alien. She bend on her knees, yellow aura surrounded her then she made a mighty super-leap into the air, evading the attack and ram against the rock-like wall, leaving a spherical hole. She drop the barrier and shook her air. "As for my name, how about **Bouncer!**" shout Bouncer as she create a yellow aura and leap her way down. She land on the platform then super-leap toward Dr. Animo and tackle him down then she ram him against the control panel. As Bouncer & Dr. Animo fight, Rook grab the device, fire his tow cable and went to the upper level while Kevin resume his fight against the ants then follow Rook by using the remaining pyro energy to rocket himself up. Bouncer evades all of Animo's attack then super-leap toward him. He try to run away but she bounced him on his back and she land on the platform as Dr. Animo stumble across the floor.

"Had enough, Dr. Animo? Cause I'm having a blast!" chuckle Bouncer.

"Gwen!" shout Rook and Kevin. Bouncer look up and saw them getting corner by the ants.

"If you have a moment?" ask Rook in worried tone as Kevin morph his hands into battle-axe and mace. Bouncer super-leap her way up and land in front of the duo.

"I can set this power core to detonate." said Rook.

"Great plan!" agreed Bouncer.

"But it will destroy the ant hill, the ants, us and several innocent civilians within the area!" shout Kevin.

"Bad plan!" panicked Bouncer.

"What if I adjust the power core's frequency to animalize just the ants?" suggest Rook.

"Better plan!" smile Bouncer & Kevin then they all heard an elevator arriving and a ding sound was heard. They look at the elevator that open and Dr. Animo exited out.

"Curse you, Gwen Tennyson! Curse you and your meddling ways!" shout Dr. Animo in rage.

"See? Told you he talks like that." said Bouncer. Then Khyber's dog arrive and growl at Bouncer, Kevin & Rook. "Mutant dog, too? One thing at a time, Animo." complain Bouncer.

"Huh? That's not one of mine." said Dr. Animo. Bouncer then realize that Psyphon said that same answer. The dog continue growling then he was covered in red light and morph into a massive frog-like beast with purple blob-like orbs on his body and have four nostrils and elefant-like feet. The Gwen Team become shocked and surprised by the dog's transformation, even Dr. Animo.

"Ooh! But it soon will be! You must obey me! Destroy Gwen Tennyson!" Dr. Animo try to mind-control **Mucillator** but for some reason, it had no effect and he charge toward him, as the ants and the Gwen Team jump away from his path. Dr. Animo panicked and ran back into the elevator until Mucillator tripped and crash against the wall, destroying the elevator. He made a deep growl and stood on four.

"What predator is he?" ask Kevin.

"He's the predator of the alien whom Ben 14 called Crushhopper." answer Rook.

"Then I can take him!" grin Bouncer as she create a yellow aura then super-leap at Mucillator but when she impacted him, the aura shatter and she got knock over him and she quickly grab the edge on the wall. She gritted her teeth and created a new aura & super-leap at Mucillator. Once again, the aura shattered and she got knocked into the ceiling and crash on the ground. She stood up and shook her head. Mucillator turn and glare at Bouncer. Bouncer grin and created a new aura as she super-leap toward Mucillator but he tilt his head up and she splash into the blob that hang from his chin. She become stuck and she can't break free. Khyber saw the battle and pull out his sword.

"Ah, almost done." grin Khyber. Mucillator slurp his tongue around his lips as he grew hungry and plan to devour Bouncer.

"Gah! Rook, Kevin...Help me!" plead Bouncer.

"Hold on, partner!" smile Rook as he fire the tow cable and lasso Bouncer out of Mucillator's chin. Then the tower start powering up. As Rook ran off to install the core, Kevin & Bouncer try to fight Mucillator but his hide is too hard and his defense are meant for Crushhopper's species' head butting attack so Bouncer's attacks has no effect. Then she saw some of the ants watching the battle, since they're still under Animo's control.

"Hmm, this creep is actually an invader. The ants are protective and should attack it." Bouncer look at Dr. Animo, who was dazed from the attacks. "If I let nature take its course!" Bouncer leap to Dr. Animo and yank his helmet off then smash it into pieces by ramming her knee against it. Dr. Animo gasped and all the ants stopped what they are doing then saw Mucillator. They all start screeching angrily and they pummel Mucillator, pinning him down by their massive numbers.

"Rook! NOW!" shout Kevin. Rook heard him and activate the tower but thanks to his reconfiguration on the core's frequency, the tower start exploding as it start emanating a super-charge sonic vibration and the ants start screaming in pain then they all exploded like fire crackers around Mucillator. After the explosion, they all heard a beeping sound and the dust cloud slowly faded away and saw Mucillator morph back into the dog. He growl and ran off. Dr. Animo try to run away but Rook block his path.

"Dr. Aloysius James Animo, you're under arrest." said Rook.

"Aloysius James Animo? Priceless!" laugh Kevin and Bouncer morph back into Gwen.

"You are so busted!" grin Gwen.

"No..." groan Dr. Animo.

* * *

Outside of the anthill, the dog walk toward Khyber and start whimpering as he failed his master's order.

"No, no, old friend. You did your job. Ah, Tennyson was just lucky. Next time, there will be no mutation creatures between me and my quarry." said Khyber.

* * *

As the Proto-TRUK fly through the access tunnel, Rook notice Gwen is feeling down.

"This is not your victory attitude, dude." said Rook.

"No one knows who does that monsters belonged to... And he wore a collar, the same collar the other predator wear, and the way he transform, he must be wearing some kind of device that work like the Omnitrix and allow him to transform into a prefect predator against my aliens. It's like a Gwen-eating monster..." explain Gwen.

"Yeah, the device even gave a beeping sound, similar to the Omnitrix when its time got expired." add Kevin.

"I'll admit. I thought you're been paranoid. Whoever is sending that beast after you, must be a dangerous foe." said Rook. Gwen then gave a sad nod. "But cheer up! At least we stop the nefarious Dr. Animo from creating an army of mutant ants!" smile Rook.

"Yeah, you're right." smile Gwen.

"And he's not going anywhere this time, since we sealed off that hidden vent. So he won't be causing any trouble for a long, long time." grin Kevin.

* * *

Dr. Animo was sewing another doll that have a head of a shark and the tentacles of an octopus. He hold it then squeeze in his hand as he gave an evil grin.

"You haven't seen the last of me, Gwen Tennyson. Not by the long shot. Muwah ha ha ha ha ha ha!" laugh Dr. Animo.

* * *

**Axle- Okay, Jake, I lied! I like Tigra doing Rath's quote when she gets very angry.**

**Kida- YEOW! It sting when I sit down.**

**Rook- I'll take that Kida-Tool, as you call it.**

**Kida- Oh phooey!**

**Axle- You are a walking disaster, Kida.**

**Kida- Hmph!**

**Axle- Leave some reviews.**


	56. Trouble Grid

**Chapter 56: Trouble Grid**

**Axle- Okay, it's time to explain how did Gwen met BioCore.**

**Kida- Ooh, tell us!**

**Gwen- Okay, okay. I'll explain so Axle can write it down.**

**Devlin- S'up. Where's Dad?**

**Axle- Fixing his car again. Kida blew it up with her "Kida-Tool"**

**Kida- It was an accident!**

**Kevin- WHY EVERYONE KEPT WRECKING MY CAR?!**

**Kida- Here, I'll fix it.**

**Axle & Kevin- NO!**

**Kida- Why? *Puppy eyes***

**Axle- Last time you try to fix my Mom's car, you made a huge dent on the bumper and broke the windshield with a hammer!**

**Kida- I'm butterfingered plus I'm trying to save her some money from these mechanics guys. Do you know they cheated you by paying $70 just to fix a headlight?**

**Kevin- Kida, your car was actually a van and your headlight was smashed to pieces!**

**Gwen- Start writing.**

**Axle- Begin the chapter.**

* * *

In the futuristic Bellwood, a mysterious figure went through the street and enter the Tennyson-Leven's Plumbing & Auto Parts store. He scan across the room and enter the closet. He continue scanning until the scan pass over a book and gave out a high-pitched beeping. He yank the book and discover the secret elevator.

In the weapon depot, at the test firing zone, two Galvan brothers, **Blukic & Deriba**, are testing the new turrets on Gwen, who transform into **Chromastone**.

"Grr! This thing is not working right, Blukic! The setting is all wrong! When we set stun, we got blasted, set it to blast and we get a low battery warning!" grumble Deriba.

"The control knob was upside down, Deriba." said Blukic.

"And whose job is that?" ask Deriba.

"Hmm, yours." said Blukic.

"Was not!" shout Deriba.

"Was too!" reply Blukic. Chromastone easily absorb all energy bullets then she got bored and yawn as she morph back into Gwen.

"Come on, you two. Why can't you stop arguing and fix the turret? Or do you need Grey Matter's help?" ask Gwen.

"No thanks!" answer Deriba.

"C'mon, I need to sleep. Galvan are supposed to be smart so be a Galvan and finished this so I can go to sleep." whine Gwen.

"Oh, har-har. We may not look it." scoff Blukic.

"But we are smarter than you humans!" grin Deriba as he start firing the turret.

"EEK!" Gwen quickly slam the Omnitrix core and morph into...

"**Fembot!** Ow! Why do we hire you guys again?!" ask the Vehicoid. As the Galvan brothers start arguing again while Fembot defend herself, they did not notice a shadowy figure pass by and enter the computer room. The figure emerged from the shadow and it was none other then...Khyber!

"Time for some digging." said Khyber. He walk up to the computer, insert the flash drive and begin to download a certain data. "Bring up the Grid file. Activate hologram projection." said Khyber as the computer display the hologram of the Planet Grid, a machine planet, home to the Gridsapien.

* * *

-11 years ago-

In the space, 11-year-old Gwen, 12-year-old Kevin and Grandpa Max are heading to the home planet of the Gridsapien with Azmuth on the Skipper.

"Wow! Grid Master's home planet!" said Gwen in awe.

"Man, it's a planet-sized city." said Kevin.

"Why do we come here, Azmuth?" ask Max.

"It's because an old friend of mine call me for some help. She said they need the help of the Omnitrix to fix the Motherboard Grid, which runs the whole planet." explain Azmuth.

"That's why you brought me along, huh? No prob!" smile Gwen. As they enter the atmosphere and land on the dock, they were greeted by a female Gridsapien.

"Azmuth, thanks the stars you arrive!" said the female Gridsapien as she grab Azmuth and hugged him.

"Gah...**Entry**...you...crushing me!" gasped Azmuth. Entry put him down.

"Sorry! I'm just glad to see you here. Did you bring the Omnitrix with you?" ask Entry.

"Here I am!" smile Gwen. Entry look at her and saw the prototype Omnitrix on her wrist.

"Oh, is this bearer of the Omnitrix?" ask Entry.

"Yes, she is. Show us the Motherboard Grid." said Azmuth. Entry lead the team to the tallest tower of the Grid System. There, at the core, several Gridsapiens are arguing.

"We must shut down the Grid before it gets out of hand!" said the young Gridsapien.

"NO! We must keep it running until we fixed the problem!" denied the others.

"Well, I say we- Ah, sister Entry, did you bring the First Thinker?" ask the Gridsapien #2.

"Yes, **Wireless**, I brought the First Thinker Azmuth and the Bearer of the Omnitrix, Gwen 10." smile Entry. The Gridsapiens start clamoring in joy except the big, bulked Gridsapien, who just glare at Azmuth. Azmuth check the Core and learned that someone insert a virus in the system so he came up with a careful plan.

"Okay, first we need to unplug the Grid from the Systems so the virus won't spread across the planet then Gwen must transform into the Galvanic Mechamorph and merged with this device, upgrading it in order to completely purged the virus." explain Azmuth. On Entry's command, the Gridsapiens unplugged the Core from the Network then Gwen slap the prototype Omnitrix and morph into **Upgrade**, merged with the flash-drive and Azmuth plug it into the Core. Thanks to Upgrade's powers, the anti-virus tripled and purged the virus. Then Entry gave the command and reconnect the Core to the Network. Now the planet is at full operation.

"Thank you, First Thinker! You save us!" smile Entry.

"You're welcome, old friend." smile Azmuth.

"Bah! A powerful device, build by the First Thinker, has to be wielded by a simian child!" scoff one of the Gridsaien.

"**BioCore!** Have respect!" snapped Wireless.

"You don't tell me what to do!" growl BioCore as he morph his hand into a cannon and blast Wireless' torso, knocking him back into the ground. Suddenly he was covered in electricity.

"Wireless?!" exclaim Entry.

"GAAAAH! VIRUS! VIRUS! PURGE! PURG-*zrrrrrkkkt* *beep...beep...boop*" Wireless stop functioning and died.

"WIRELESS!" gasped Entry as she hugged her brother and cried heavily.

"BioCore?! You're the one who insert that virus?!" ask Azmuth.

"It was just the hoax to lure you here so I can take the Omnitrix and downloaded its data but since it's on the child, guess I must kill her too!" growl Bio-Core.

"You're mad!" said Max.

"You'll pay for that!" growl Kevin as he absorb the metal floor, morph his hand into a hammer and slam it against BioCore's face, but he hardly felt that.

"Nice try, Osmosian." grin BioCore as he gave a powerful slap at Kevin and he crash against the wall.

"Kevin! You creep!" growl Gwen as she spun the ring dial, the core pop up and slam it down, releasing a bright green light.

Her arms convert into giant mechanical arms, her legs become bulked mecha-legs, her back grew four cable plugs and her upper body become mechanical torso. Her head become covered in battle mask and her green eyes shine through the black visor. She wore the prototype Omnitrix symbol on her forehead.

"**Grid Master!**" shout the Gridsapien.

"WHAT?! YOU BECOME ONE OF US?!" exclaim BioCore. A Hedgesapien Icon appear on Grid Master's face.

"Take this!" Grid Master curl up into a metal spin ball and spin dash BioCore through the wall, sending both of them falling. BioCore start jabbing Grid Master but she block it and slam her fist against his face then grab his arm and start spinning like a top, smashing him against the wall as they fall down. BioCore broke free, grab Grid Master and ram his knees against her back, making her yelp in pain as he bore her through the wall. A Ectonurite Icon appear and Grid Master become intangible, breaking free from BioCore's grip then punch him into the building and he crash on the street. All the Gridsapiens start running away except a Gridsapien infant remain gazing at the scene. BioCore burst out of the street and converted his arms into giant hammers and slam it against the building, sending shockwave upward and destroy the building. The debris is about to hit the infant so Grid Master activate the Vehicoid's powers, created wheels on both of her hands and feet and ride down the building like a motorcycle. Once she land, she use the Kineceleran's powers to run through the debris at supersonic speed, punched BioCore across the face and grab the infant Gridsapien. She run to the sidewalk and a mother Gridsapien grab her child and hugged her child in relieve. Grid Master activate the Pyronite's powers and ignited her fists in flames.

"Come on, you creep!" shout Grid Master. BioCore emerged from the dust cloud and charge toward Grid Master, converted his arm into a electro-whip and lasso Grid Master then electricuted her and slam her against the ground then dragged her through the whole bridge & slam her through the building, sending the building falling down.

"Let me tell you something, human. We Gridsapien can download data from any technologies but I'm different! I upgraded technologies together and the reason I'm called BioCore because my core can download any bio-organic beings, such as the Galvanic Mechamorph Armor which Azmuth's father used when he was here. That data gave me the ability to do THIS!" roar BioCore as he slam his hands against the ground and send three shifting pillars toward the building where Grid Master crashed into and exploded. Grid Master emerged damaged but she gave a grin.

"Nice, I didn't know that. Thanks for the tip, BioCore." smile Grid Master as she dash off to the Skipper, grab Max's weapons, download its data then dash back to BioCore. "Have a blast!" shout Grid Master as she converted her arms into plasma guns then start shooting at BioCore but he withstand it and lasso Grid Master again & grind her against the grid and she got electrocuted.

"GYAAAAAHHH!" scream Grid Master then he slam her against the building's wall.

"Fool! You don't know how to use our kind's powers well!" growl BioCore as he yank her in then spun his fist and slam her into the ground. Then he place his hand on the prototype Omnitrix symbol and start downloading its data. "Now the Omnitrix is mine!" chuckle BioCore. Suddenly the prototype Omnitrix start beeping.

"WARNING! UNKNOWN VIRUS INTERFERING WITH THE OMNITRIX! ACTIVATING SELF-DEFENSE SYSTEM!" beeped the AI then the prototype Omnitrix release a powerful feedback, sending BioCore backward and crash against the street, shifting the pavement up. He shook his head and glare at Grid Master, who reverted back into Gwen.

"Ow! Uh-oh." gasped Gwen as she quickly activate the prototype Omnitrix and slap the core down, morphing into...

"**Feed Back!** Yeah, she will do!" grin the Conductoid. BioCore converted his arms into large pulse cannons and fire it at Feed Back but she thrust her two of four antennas and hands forward. She absorbed the energy cannon from her antennas then redirected as an electro beam, blasting BioCore into the ground. But BioCore appear behind her and grab her by her neck then try to download the prototype Omnitrix's data again. Feed Back grunt in pain then stab her tail on his neck and drain his energy. Then grab him and slam him against the ground. BioCore stood up and converted his arm into a giant mace and slam it against Feed Back, sending her crashing back into the tower. Feed Back struggle to stand up then she release a red light and morph back into Gwen again and fainted.

"Gwen!" gasped Kevin as he hold her in his arms. She woke up and saw Kevin. She gave him a loving smile and cuddle him.

"Kevin... I did my best..." smile Gwen.

"Azmuth, how do we stop him?" ask Max.

"It's hard to defeat a Gridsapien but they have few weakness: electricity, acid, virus and water. Gwen must use Grid Master again, except this time, choose wisely." said Azmuth. Gwen heard him and nodded. She stood up and slap the prototype Omnitrix core, morphing back into Grid Master. Then she jump down from the tower and dive toward BioCore, who was charging toward up the wall with fury.

"Back as a Gridsapien? You never learn when to quit! I will be the superior Gridsapien! I will rule the galaxies with that Omnitrix!" boomed BioCore.

"Yeah, that's what they all say, buster! This time, I'm ready!" shout Grid Master as a Stink Fly icon appear on her face then she thrust her hands and fire acid slime at BioCore, burning through his armor.

"GAAAAHH! I'M BURNING-OOF!" Grid Master tackle him and crash against the street and got buried underground. Then she place her hands together and smack BioCore out of the debris and he crash against the wall. BioCore stood up, open his chest and fire a massive energy wave. A Feed Back icon appear and she drain the energy wave at full force then she stab her antennas on the broken grids and start draining its energy. She begin to glow bright white then she thrust her hands & redirect his attack as a massive electro cannon, blasting BioCore through the building and crash against the sign. "Ughh..." groan BioCore. Grid Master's face has Blossom Rose's icon then she send a series of powerful vines and grab BioCore.

"You...c-cannot...defeat me..." groan BioCore.

"Read my lips, BioCore. No one can conquer the galaxy under my watch & they will thank me for stopping you." smile Grid Master as Way Big icon appear on her face and she ram her powerful fist against BioCore's chin and, thanks to the To'kustar's strength, she send BioCore out of Grid System and sending him far away into space. After the repair and a funeral of Wireless, all the Gridsapiens wave good-bye to Azmuth & the teams. As they left on the Skipper, Azmuth look at Gwen.

"You completely mastered the Gridsapien form. I'm surprised yet impressed." smile Azmuth.

"Yeah, Grid Master is the best!" cheered Gwen.

-_End Flashback_-

* * *

Khyber finished the video then press the button.

"Download the Grid Files." said Khyber and the info was downloaded into his flash-drive. Then he took it off and heard voices so he hide as Gwen walk by in the hallway with smoke emanating from her uniform.

"I don't understand why we have you two here." groan Gwen.

"You really set her pants on fire." chuckle Blukic

"Lair, lair." laugh Driba.

"You guys are even worse then Azmuth." Gwen complain.

"Of course we are. Everyone is." scoff Blukic.

"This Galvan is a genius!" smirk Driba.

"Yeah yeah..." sigh Gwen as she left while the Galvan brothers start laughing at her. Khyber manage to sneak his way out of the Plumber HQ unnoticed again. He met up with his dog in the alley.

"We got everything we need, friend. Their secret is no longer safe." grin Khyber.

* * *

**Axle- That was an epic battle you have, Gwen.**

**Gwen- Well, it was not easy.**

**Devlin- Dad, do you need help?**

**Kevin- No, I can handle it.**

**Kida- Can I help?**

**Kevin- NO!**

**Kida- Waaaaaaaaaaahhhhhhh! *She ran off crying***

**Axle- Hey, Kida! Come back!**


	57. Hot Stretch

**Chapter 57: Hot Stretch**

**Axle- Here's next chapter.**

**Ken- I'll send it.**

**Axle- What are you doing here?**

**Ken- I come to visit.**

* * *

In the futuristic Bellwood street, the police, now partnered with the Plumbers, are chasing after an elastic-like alien carrying a Nuclear Fusion device.

"Freeze!" shout the police officer as he open fire with his Level 2 plasma gun. The others fires at the elastic alien but she easily evade the bolts by stretching her arm, grab the pole and slingshot herself across the street. "Okay, use Level 3 rocket launcher!" shout the officer and the other obliged. They wield the rocket launcher and fire a missile at her. She saw it, grab it then stretch her arm around the pole then slingshot the missile back at them then she leap her way up to the rooftops. The polices braced themselves and the missile collided and release a huge explosion. As the smoke lifted, the police were saved by Gwen 10 as **Superwoman**, who withstand the missile thanks to her invulnerability. Rook arrive the scene as well. (**A/N: Superwoman now wore a similar uniform as Diamond Head and wore the Omnitrix symbol on her chest)**

"What's the problem?" ask Rook.

"That **Kraaho** has stolen a Nuclear Fusion Device and gotten away." sigh the police officer.

"We'll catch her. C'mon, Rook." smile Superwoman as she grab Rook then took off into the sky and chase after the Kraaho girl as fast as a speeding bullet! She saw Superwoman and begin to use her elastic ability to get more further away from the duo but Superwoman increased her speed and arrive at the construction site first. She drop Rook as she slap the Omnitrix symbol and morph into...

"**Bouncer!**" chimed the alien as she land next to Rook. "Rook, try to steal back that device with your Proto-Tool after I get her attention." said Bouncer as she create an aura and super-leap toward the Kraaho girl. She skidded to stop in her track as Bouncer land in front of her.

"So, missy, do you want the easy way or the hard way?" ask Bouncer as she crack her neck and her knuckles.

"Try and catch me, wimp." grin Kraaho girl.

"Oh, that's so immature!" frown Bouncer as she super-leap toward her but she save herself by bending her body side-ways, evade Bouncer then wrapped her arm around Bouncer's aura then slam her against the roof, shattering her aura. "OW! How did-

"You think I never encounter a super-leaping beings such as yourself? You're such a joke!" laugh the Kraaho girl.

"How old are you?" ask Bouncer.

"I'm 14, old lady!" grin the Kraaho girl.

"WHAT?!" snapped Bouncer then a tow cable lasso the device in the Kraaho girl's arm but she grab it, yank Rook off his sniping post then ram her forehead against Rook's, sending him crashing against the water tower, smashing it open and the water pour out. Bouncer super-leap off the roof and release a yellow light.

"**Needle Mouse!**" shout the Hedgesapien as she spin dash toward the Kraaho girl but she stretch her arm, caught her in her arm then slingshot her into the water tower, opening it more and she emerge out of the water, reverted back to her normal form.

"Buh-bye!" grin Kraaho girl as she leap her way down and enter the hole, which was created by the shake down machine from Psyphon's goon. The duo arrive at the hole.

"She's escaping to the Undertown!" shout Gwen as she run down the hole.

"Wait up, Magister!" said Rook. As they chase her into the Undertown, the Kraaho girl shouted: "I bet the son of Ben 14 is better than you!" That made Gwen to stop in her track, losing her from the crowd.

"What's wrong, Gwen?" ask Rook as he caught up with her and start catching his breath.

"That girl just said 'I bet the son of Ben 14 is better then you'? Why she said that?" wonder Gwen. Rook pull his scanner out.

"Son of Ben 14? Then that should be your nephew, Kenneth Tennyson-Red Wind, the only child who is niether Anodite, Tetramand or Tetranite." said Rook.

"I know that but why she mention him?" ask Gwen.

"Maybe she have a crush on him?" ask Rook as he start scanning the area for the device. They walk through the town and ran into several aliens.

"Uh, excuse me, coming through." said Gwen.

"Wow, you are so polite, Gwen." grin the Tetramand. Gwen look at him and become surprised.

"**Manny Armstrong!?**" gasped Gwen.

"Actually, it's Manny Armstrong-Wheeler." smile Manny, who grown into a tall, muscular Tetramand Hybrid. Behind him are a sexy and beautiful Kineceleran, a taller African-American man with a Plumber Badge on his chest and a Native American girl.

"**Helen! Alan!** And...**Kai Green.**" growl Gwen when she saw Kai Green. **(A/N: She has the same look as Jake's Kai Green)**

"Whoa, what's wrong?" ask Alan.

"Gwen, listen, I-"

"You witch! What are you doing here?!" snapped Gwen. Rook become confused about her outburst but ignore it and greet the Plumber's Helpers, who are now full-pro Plumbers.

"Gwen! Control yourself!" said Helen as she hold her back.

"What happen between you and Kai?" ask Manny.

"When I was 10-year-old, we visit my grandpa's old friend, Wes Green, one of the Plumbers. Ben saw Kai Green and fell in love with her until a Loboan attacked us and scratched my prototype Omnitrix, activating its Scan Mode and Active Mode at the same time and scanned the Loboan's DNA. After I slowly transformed into **Blitzwolfer**, Kevin & I battle the Loboan with Ben as **Cannonbolt **and won. When Ben told Kai about his feeling, she rejected him and broke his heart!" growl Gwen.

"It was a mistake! I didn't mean to hurt his feeling!" explain Kai. "I just want him to know I share the same feeling but I never got the chance to tell him since he's...he's already married..." Gwen remain glaring at Kai but when she saw her tear, she calmed down and gave her hug, which Kai broke down in tears.

"It's okay. I'm sure there is someone else who will accept your feeling." said Gwen as she comfort her.

"I'm so sorry! So sorry!" cried Kai.

"Are you searching for that Kraaho girl who stole the Nuclear Fusion device?" ask Rook.

"Huh? Oh, yeah! We were until we bumped into you guys. She's over there, heading toward the section of Undertown, which it was still under construction." said Alan. The reunited Alien Force race down the Undertown until they reach into the construction area. They spotted her and Rook shouted.

"Stop! In the name of the Plumber!" shout Rook.

"I'll catch her!" smile Helen as she race down the area at supersonic speed. The Kraaho Girl saw Helen and stretch her arm across the area & clothesline Helen against the wall.

"Ugh...that...hurts..." moan Helen.

"Hey! That's my wife you just defeated!" growl Manny as he pull out four plasma guns and start shooting, with Rook assisting him. The Kraaho Girl panicked as she struggle to evade the bolts.

"Hey, watch it! Are you planning to blow up the whole Undertown?!" snapped the Kraaho Girl.

"We'll take that chance IF you stand down!" shout Alan as he morph into a muscular Pyronite form and throw a large fireball at the Kraaho Girl. She evade it and it struck the wall, blowing it open. She run inside and found a group of Kraaho Tribes.

"Made it! Phew, this better worth it." sigh the Kraaho Girl. Then the Alien Force arrive and surrounded her.

"Put your hands in the air!" shout Rook.

"Make me!" grin the Kraaho Girl then a rock struck her foot and she let go of the device as she clutch her foot and hop around the room. "Ow! Ow! Ow! Ow!" yelped the Kraaho Girl. The Alien Force look at Kai, who was holding a headband she used to slingshot the rock at her.

"Yeah, thank you for putting that down." smile Kai.

"Who are you people?" ask Gwen as she enter, activate the Omnitrix and transform into **Gravattack.**

"We are the Kraaho. We are just visitors living in this section of Undertown. **Ester**, give me the Fusion core." said the Kraaho Leader. The Kraaho Girl, named Ester, pick up the device and give it to the leader.

"Here you go, **Seebik**." smile Ester. As he grab it, he grinned evilly and point at the Alien Force.

"Kill them!" shout Seebik.

"What?!" gasped Ester.

"Go ahead and try!" grin Gravattack as she levitate the Kraaho and slam them against the wall. Rook start shooting at the Kraaho but they are too fast and strong. Manny struggle to fight but they wrapped their arms around Manny and pinned him down. Alan tried to blast them with his attacks but they hardly felt the heat and one of them punch him against the ground. Kai & Helen got cornered and become defeated as the Kraaho entangle them with their arms. Gravattack repeatedly bash them with her strongest attacks but when she perform a powerful grav-uppercut, suddenly her Omnitrix start beeping and she morph back into Gwen.

"Huh?! B-But the limiter was removed! How did I-"

"You kept using too much powerful combos that depleted your Omnitrix energy faster than your stamina so you timed out." answer Helen as she start accelerate her feet and try to break fee from the Kraahos' grips.

"This isn't right... We shouldn't be killing people..." mutter Ester. She made up her mind; she run to the water pipes and turn it on. The water pipes open and blast the Kraahos with ice-cold water.

"AAAAHHH! THE COLD!" panicked the Kraahos. Some of Kraaho become numbed that they lost grip on Helen and she super-rocketed across the room and accidentally tackle all the Kraahos off of Manny's back and she land on him.

"Ow... Oh, sorry, honey." giggle Helen.

"That's some way of using your head." grin Manny as they share a light kiss. Alan emerged all fired up and was about to blast them but Kai block his path.

"Don't! You'll re-heat them!" denied Kai. Alan stand down and then saw Ester.

"Over here! Follow me to the surface!" They quickly follow her into the tunnel while the Kraaho try to chase after them but Gwen activate her Omnitrix after it beep, confirming it that it's in Active Mode, and she selected a form then slam the core down. She become engulfed in green light and morph into...

"**Frostblight!**" shout the alien as she inhale deeply and breath a powerful ice vapor at the tunnel after they exit out and frozen it solid. She flew out of the tunnel with the Alien Force and morph back into Gwen.

"Phew...That was close. Ester, right? Why are you helping us?" ask Gwen.

"I-I was shocked to see Seebik wanted to kill you. I don't know why, I only went to collected the Fusion core to power a heater to make our home comfortable." explain Ester.

"Wait, how come you're the only Kraaho who can withstand the cold?" ask Helen.

"I'm only half-Kraaho." answer Ester.

"You're a Hybrid like us?" ask Manny.

"Doesn't matter, you are under arrest for stealing the Nuclear Fusion core and for attacking the Plumbers." frown Rook as he pull out a pair of handcuffs.

"Hold it, Rook. How do you know about Kenny Tennyson-Red Wind?" ask Gwen.

"Well, since I can't leave my home whenever I want, I have my Kineceleran friend, **K8-E**, to go snapping pictures of the city until she snapped the pictures of Ben 14, Looma and their kids at the mall. That's when I saw his son, Ken, right? I gain a crush on him when I saw him... Does he have a girlfriend?" ask Ester.

"He's going to be 10, Ester. You're 14." said Gwen.

"Still...does he?" ask Ester again.

"No more stalling, Ester, you are under arrest." said Rook as he place his cuffs on her wrists. She hang her head down and they escorted her to the Proto-TRUK and flew away.

* * *

Meanwhile, in Undertown's un-constructed sector, Seebik lead his people to the laser drill.

"Soon, everyone, soon we will terraformed the planet so we can live freely around our new planet!" grin Seebik. "Install the Fusion Core to the laser drill!" order Seebik. The Kraaho obliged and install it on the drill. The core has empowered the drill and begin to start drilling through the ground. As they continue drilling, they struck the volcanic vein and the ground begin to quake violently.

"Yes! The volcano is alive and will terraform the planet for us!" laugh Seebik.

* * *

In the sky, the Alien Force look over the viewpoint of the Proto-TRUK and saw the ground cracking and exploded into a geyser of molten lava in the middle of futuristic Bellwood.

"The volcano become active!" exclaim Gwen.

"But the volcano was dormant?" ask Rook.

"If anything struck the vein, it gave a mean wake up call." add Alan.

"That's why they want the Fusion core!?" Gwen & everyone else turn to Ester with an angry glare. Ester become horrified.

"No... I didn't know! They told me they need it to heat our home!" shout Ester.

"The reason they sent you cause, since you're a Hybrid, the cold doesn't bother you so they want you to obtain the core so they can terraform Earth into a duplicate version of their home planet by waking up all the volcano on Earth." answer Kai.

"We must stop that eruption with ice. So I need Frostblight." said Gwen as she start rotating her holographic ring on her Omnitrix.

"But Gwen, Frostblight is not enough to freeze the lava." said Manny.

"How about Ultimate Frostblight?" suggest Rook.

"Now is not the time to debate." scowl Gwen as she slam the core down and release a bright green light.

Her arm become covered in ice-crystal-like skin then the rest of her body. She grew two large ice shards on her back and four smaller shards on her lower back, her face become covered in ice then gain ice-like jaws with sharp fangs and several smaller shards on her head. Her eyes become full green, wore a midnight blue/blue uniform which was a fusion of Stinkfly and Bouncer's uniforms and she wore the Omnitrix symbol on her right thigh.

"**Cold Touch!** Huh? A new ice alien?" wonder Cold Touch.

"Ack! That's the Icesapien! They produce a powerful breath that cause a sickness, making the Vulpinmancer's gills be covered in mucus or make the Hedgesapien get nauseous when spin dashing." exclaim Rook.

"Really? Great!" cheered Cold Touch and they got confused. Before they knew it, Cold Touch breathe a ice vapor at Alan.

"What the?! What are...are...a-a-a-ACHOO! ACHOO!" Alan started sneezing and his eyelids become red, his nose got running and his skin turn pale.

"Perfect." smile Cold Touch.

"What?! Alan gets sick is perfect?!" ask Kai & Helen.

"Alan, transform into your Pyronite form." said Cold Touch. Alan obliged and morph into a Pyronite but he changed; his fire and lava turn blue and the rocks become crimson.

"Whoa, what happen *sneeze* to me? *sniff*" ask Alan.

"When a Pyronite get sick, their pyrokinetic powers got replaced with cryokinetic powers. I learn that when cousin Ben got the flu and transform into Nova Blast, or **Ice Blast**, to defeat that creep who control bugs." smile Cold Touch. "C'mon, let's freeze that sucker!" Alan & Cold Touch jump off the Proto-TRUK and sky-drive down to Bellwood. They thrust their hands at the flowing lava and fire an ice beam at it. Thanks to their combine powers, the ice took the effect and frozen the lava completely. They land on the ground and Cold Touch turn her symbol clockwise and slap it. She morph into a female offshoot of a Ectonurite.

"**Healster!**" shout the phantom then she bathed Alan with a bright light then Alan's flames turn orange again and regain his pyrokinesis.

"Wow! I feel better already!" smile Alan.

"No prob." smile Healster as she morph back into Gwen. As the Proto-TRUK landed, Ester broke free from her handcuffs. The Alien Force put up their guards but she raise her hands up.

"Listen, I'll take you to the Kraaho. If they struck the volcano's veins, then they are in the Hot Spot." said Ester.

"Hot Spot?" ask Gwen.

"It's an undeveloped section of Undertown where is naturally hot, a perfect home for us. Please, I'll help you stop them." begged Ester.

"Okay, we'll do it." smile Gwen and everyone nodded.

* * *

In the Hot Spot, the Kraahos continue drilling through the grounds to find another volcanic veins.

"Keep going! Soon we will have our new home!" shout Seebik. Suddenly the wall exploded and send a huge dust cloud that blinded them briefly. As they gazed through the cloud, the Alien Force stands before them, with Gwen as **Overkill** and Ester.

"Stop that drill, Seebik!" grunt Overkill.

"You will not stop us, Plumbers!" growl Seebik as he order the Kraaho to attack the heroes.

"Guys, hold them off while Manny, Alan & I sabotage the laser drill!" order Overkill as they charge through the Kraahos. Helen start bashing many of them using her super speed while Rook & Kai used their skills to hold them off. The Kraaho wrapped his arms around Helen but she start increasing her speed and start running around the tunnel, dragging the Kraaho with her and use him to bash the others. Rook switch his Proto-Tool to Staff Mode and start striking the Kraaho with ease but they wrapped their arms around Rook, binding him down but Kai grab a fire extinguisher and blast them with cold vapor foam at the Kraahos, making them numbs and allow Rook to break free and bashed them down with his Proto-Tool. Meanwhile, Manny & Overkill use their super-strength to damage the laser drill while Alan use his heat ray to melt the tread. However, everyone, except Overkill and Alan, can't take too much heat, making them get exhausted and unable to keep fighting. Soon they all pass out and Seebik grin evilly.

"Heh! Weakling. Kraahos! Stop Gwen 10 & that Pyronite!" order Seebik. The Kraahos grab Alan and yank him away from the drill and slam him against the wall. Alan got surrounded then start bashing them with his fists but got overpowered by them. Then they grab Overkill and slam her against the ground. They start pounding her endlessly then ripped her helmet off. Believed they have killed her, a deep evil laughter filled the air. Seebik push the Kraahos aside and saw Overkill's body.

"Heh heh heh heh... Fools. Why do you think I wear the containment armor? My true form..." Then a massive radioactive energy emerged from the armor and formed into a female humanoid with energy-like bang, wearing a midnight-blue push-up training bra and blue boy short & wore the Omnitrix symbol on her green/white belt. "Is radioactive!" laugh Overkill. They try to grab her with their arms but they went through her body.

"Ha ha ha! You can't touch me!" Then Overkill flew over the energy core, stab her arms against it and begin to devour the energy core. The Kraahos was unable to stop Overkill from devouring the energy core since they can't touch her. Once she fully devoured the energy core, she become larger and gain four fingers on each hand, plus she grew two larger spikes on her back and her mouth morph into a muzzle. **(A/N: Overkill is Type-A of the NRG's species, meaning their powers are much more dangerous than Type-B)**

"Ahh, I'm full!" smile Overkill. The Kraaho was about to attack but Ester grab Overkill's suit, stretch her arms and hammer toss it at her people, knocking them down and defeated Seebik. Overkill start gathering the powers of the Fusion core into her hands then fire a powerful nuclear beam, destroying the laser drill into pieces. Then Overkill enter her suit, seal the helmet then press the Omnitrix symbol, morphing back into Gwen. Alan channel his heat then absorb the heat in the area. Everyone regain consciousness and saw what happen.

"We did it!" smile Gwen.

"Yes!" cheered Ester.

"Ester...why?" ask Seebik.

"It's wrong of trying to terraform Earth! That means killing everyone on the Earth!" growl Ester.

"Grrr...The worst of all is that...I must submit my leadership..." grumble Seebik.

"Huh?" ask Ester.

"Since you defeated us, you are now our new leader, Ester. Lead us for a better life." said Seebik as he and the Kraahos bowed before her. She gain a wide smile and clapped her hands softly. She look at the others.

"Since the volcano erupted, the lava brought up our home so we are going to live down there for generations to come. We will now be a great neighbor for both Bellwood and Undertown. Thank you, Gwen 10 and Alien Force." smile Ester.

"That's good. You are also a pretty good fighter. Here, catch." Gwen pull out something from her pocket and toss it to Ester. Ester quickly catch it and gaze at the object. It was a Plumber Badge.

"What? You...You mean..."

"Welcome to the Plumber, Ester. Now you will protect everyone, aliens, Kraaho, and humans alike." smile Gwen.

"What about my arrest?" ask Ester.

"You're, how the Earthling say, off the hook." smile Rook.

"One question." said Ester. Everyone lend closer to listen her question. "Does this mean I get to meet Ken?" she ask as she blush and twiddle her fingers. Everyone face palmed and Gwen & Kai start laughing.

* * *

**Axle- Dan dan dan dan! Finished!**

**Ken- Wait, she has a crush on me?**

**Axle- You got your father's look so now you inherit Ben's chick magnet ability.**

**Jen- Ha! That's funny!**


	58. So Long, And Thanks For All The Smoothie

**Chapter 58: So Long, And Thank You For All The Smoothies**

**Axle- Next one in the bags! Yes!**

**Kida- ...**

**Axle- C'mon, Kida. Cheer up.**

**Kida- ...**

**Axle- Kida, how about you go eat some new delicious Six Meats Pizza? It has ham, sausage, pepperoni, pork, turkey, and beef?**

**Kida- ...**

**Axle- Argh... I have no choice.**

***I gave her a loving hug then let go of her quickly***

**Kida- YOU LOVE ME!**

**Axle- GET AWAY!**

***I ran away as she start chasing me, leaving a trail of foul odor behind***

**Gwen- Hey, who wants pizzas?**

* * *

On Earth's orbit, a large starship materialized out of nowhere then fire three missiles, hurtling down the planet's atmosphere. It arrive at the sky of futuristic Bellwood and one is going to crash on the Bellwood School. Gwen arrive at the scene, activate her Omnitrix and slam the core down, morphing into...

"**Bouncer! **Yaahooo!" cheered Bouncer as she create a yellow aura and made a powerful super-leap, leaving shockwave in her wake. Both missile and Bouncer collided and release a powerful shockwave as the missile spin down to the ground and Bouncer's aura shatter and got knock backward. She land on the building, shook off the dizziness, create a new aura and made a super-leap. Another missile is head toward the street.

"Out of the way, people of Bellwood! Run!" warn Rook as the Humans, Petrosapiens, Kinecelerans, Vehicoids and other aliens quickly ran away. The missile crash against the ground and send debris flying. Rook look up and saw a debris is going to hit a African-American woman and her baby so he pull out his Proto-Tool and blast the debris into smaller, harmless pieces. Bouncer land next to Rook and morph back into Gwen.

"Nice shot." said Gwen. Then they saw the missiles open up, extended the claws and release a purple beam into the orbit where the mysterious starship was. "But I think we have a bigger problem."

* * *

As Gwen & Rook ride the Proto-TRUK in starship mode and fly toward the mystery ship...

"That is one big honking ship." said Gwen. Rook lend his head forward and try to hear something but nothing. Then he turn the volume up a bit to hear.

"I don't hear any honking?" said Rook.

"Rook, it's an expression." said Gwen.

"Ah, right. That honking ship anchor itself to Earth." smile Rook. Gwen chuckle and shook her head as she wonder how will Ben take if Rook was _his_ partner. As they move closer, they receive a transmission but, since Rook crank up the volume, it made a high-pitch squeaking noise that hurt their ears and made them cringed until Rook lower the volume.

"_How's it going up there, Gwen?_" ask Max.

"We're on an approach, Grandpa." said Gwen then she heard some clanging noise in the background. "How's it going down there?" ask Gwen.

"_It's nothing a little seasoning won't fix._" said Max. He was cooking some alien foods while a Xenomorph/Youja hybrid super-villain, **Pred-Alien**, whom Alien Force defeated 4 years ago, was trying to escape from the Plumbers. They grab him and try to pin him down but he is too powerful and broke free, slamming them against the wall of the kitchen then disable one of the Plumber's arm with his second mouth. Then he ram the Piscciss Volann Plumber & Tetrax down until Max toss a five-eyed starfish alien and splash it on his face. The foul scent knocks him out cold then Tetrax and Verdona struggle to lift him up and take him back into his cell. "_Remember Gwen, we don't know anything about that ship or what's onboard. So be careful._" warn Max.

"Okay, Grandpa. I'll take your advice." said Gwen. "We'll call you if we find something strange."

"Strange like that?" ask Rook as he point at a big hole on its starboard side of the starship. They parked inside then enter the ship. Rook wore the mask and hold his Proto-Tool with caution. Gwen slowly enter then ask the Omnitrix.

"Omnitrix, is the ship's oxygen safe for human?" ask Gwen.

"SCANNING... OXYGEN IS AT 78%, SUITABLE FOR HUMAN." said the AI.

"Thanks." said Gwen.

"YOU'RE WELCOME." chimed the AI.

"You can lose the mask, Rook." said Gwen. Rook nodded and took it off. Gwen enter the hall but then slip and fell on her back. Rook found a plastic paper with a lot of inflated buttons of sort.

"Interesting." said Rook as he put it away in his Proto Armor. Gwen stood up and rub her back as they walk down the hallway. Then they found another plastic paper.

"Another one. What does it do?" ask Rook. Gwen answer by popping one of its buttons, which reveal to be a "popping bag". Rook got surprised then start popping a few.

"The real question is: what's it doing here?" wonder Gwen. Then Gwen halt Rook and gave a hand gestures of "Did you hear that". And she was right as they heard someone is popping the popping bags and they coming their way so they hide, ready their weapon/Omnitrix then jump out to face the enemy.

"Freeze, you scum!" shout Rook as he aim his Proto-Tool.

"The Vreedle Brother?!" exclaim Gwen.

"Gwen Tennyson! And...associate." said Octagon.

"S'up." greeted Rhomboid, who was popping the bag.

"The two lowest being in the universe!" frown Rook.

"Ooh, see, now you done and hurt my fragile feeling." said Rhomboid as he hang his head down.

"Boid, did you remember our recent 'musing of our inability to surrender, being as we now fugitives at such?" ask Octagon.

"I do indeed recollect such a discussion, Octagon. Why?" ask Rhomboid and Octagon just groan in annoyance.

"Light 'em up, boy." said Octagon and they pull out their Class 3 energy cannons and start firing at them, forcing them to hide again. As Rook try to return fire, Gwen activate her Omnitrix and selected an alien form.

"C'mon, pal, give me something small and strong." said Gwen as she slam the core and release a green light. Rook continues shooting then stop as he saw what Gwen transformed into.

"**Grey Matter!** Yeah, she will do!" smile the orange haired Galvan, wearing the similar uniform as Ben's Grey Matter, only midnight blue/blue and wore the Omnitrix symbol on her back. Rook resumes fire and made Rhomboid tripped on his back. Since they halt their fire until Rhomboid get back on his feet, Grey Matter quickly scale on the ceiling then crawl her way until she's above them then she ripped one of the pipe open and blast them with a blast of cold water, turning them into a block of ice. Rook stand down and smile as Grey Matter land on top of Rhomboid's head.

"So, what do you two got to say for yourselves?" ask Grey Matter.

"D-D-Do you have a-a-any hot c-c-c-c-chocolate?" stammer Rhomboid.

* * *

In the Command Bridge, the Vreedle Brother got thawed out and in cuffs. Grey Matter & Rook begin to talk.

"You both beneath contempt! The worst villains in the galaxy!" growl Rook.

"Awww, thank you kindly." said Rhomboid as they were flattered.

"Wait, since when? I thought you two became Plumbers?" ask Grey Matter.

"Oh! Yeah, about that..." chuckle Octagon as he become nervous about the promise they made 11-years ago.

"These two vermin destroy the Plumber's Academy's Ammunition Dome!" answer Rook.

"And the Academy proper." add Octagon.

"We blew up real good! We couldn't help ourselves." shrugged Rhomboid.

"It's in our nature." said Octagon.

"I have to take my final exam in a temporary trailer on AN ASTEROID!" shout Rook in anger. Grey Matter was surprised as she never seen Rook this angry.

"The Plumbers has been hunting us down ever since." smile Rhomboid.

"Is that why you hijack this starship? To get back on the Plumbers?" ask Grey Matter. The brothers look at each other than back to the duo.

"That didn't accord to us." said Octagon.

"We didn't hijack nothin'." said Rhomboid.

"We have been scavenging this random ship for weapons." explain Octagon as he clean his ear.

"Ah-ha! Which when you blow a hole in the bulkhead!" shout Rook as he point a finger.

"That does sound like something we would do but oddly enough, we did not." said Octagon then they felt a tremor. The computer let out a beep and the screen appear on the monitors. Rook's Proto-TRUK has exited the ship and headed back to Earth!

"My ship!" exclaim Rook.

"That ain't us either." Rhomboid pointed out. Grey Matter, using her super-intellect, search around the control panels.

"Hmm... Climate control...wrap drive...communication... Ah! Tractor Beam!" smile Grey Matter as she press the button. A turret was activated and fire a purple energy wave and capture the fleeing Proto-TRUK, and pull it back into the hangar. Grey Matter jump down and morph back into Gwen.

"Let's go and capture that vermin who try to steal your ship." said Gwen.

"These two abomination are coming with us." said Rook bitterly as he aim his Proto-Tool at the Vreedle Brother.

"_Ah prest vous._" said Rhomboid, saying 'after you'. Gwen & Rook remain glaring at them so they gave up and went ahead. As they arrive at the hanger where they enter, they wait for the door open. Once it's open, they jump in and Rook aim his Proto-Tool while Gwen drop in defense stance. She got wide-eyed.

"Argit?!" exclaim Gwen.

"Gwen Tennyson? Heh heh, buddy! Did you cut your hair?" ask Argit, whom Gwen haven't seen since the Gaia event.

"What are you doing here?!" ask Gwen.

"Drop it, space vermin!" order Rook.

"You back off, tough guy. I have the Annihiloorg! And I ain't afraid to use it!" Agrit threaten them as he hold up his bag.

"The Annihiloorg?!" exclaim Rook.

"The Annihiloorg?!" exclaim the Vreedle Brother with a grin.

"The What-huh-orrg?!" ask Gwen in confusion. "Spill!" order Gwen.

"The Annihiloorg is just an old legend." said Rook.

"Oh, it's real alright." grin Argit. "Look around you. I recognized this tub from the bedtime stories my Mom used to tell me."

"I know those stories as well. But that's all they are: stories, fantasies." said Rook as he cross his arms.

"And yet, here we are. On the very ship of the legend. I swipe a ride and came here as soon as this thing arrive." grin Argit.

"_You're_ the individual who smash into the side of the ship?" ask Rook.

"Duh...heh heh, that's, uh, parallel parking error arrangement. Eh, I don't do a lot of docking." said Argit nervously.

"That, there, was a mighty fine pointless destruction, son." said Octagon.

"I wanna steal an Annihiloorg, Octagon, so we can do some pointless destruction!" smile Rhomboid. Gwen took a deep inhale, place her two fingers on her mouth and blow a loud whistle. Everyone look at Gwen.

"You know what would be great? An explanation! 'Cause some of us didn't grow up in outer space!" frown Gwen.

"There was an ancient para-dimensional civilization, the Comtomillia. Their favorite pastime are flipping from parallel universe to parallel universe, scaring the locals." explain Rook.

"Bah, that's mature." scoff Gwen.

"Yes, but things went poorly when they came to dislike the universe." said Rook

"Then they whipped their piece of resistance, the Annihiloorg!" said Argit.

"Who comes up with these names?" ask Gwen.

"Its full name's longer, but once it goes off, you can only had time to say the first part." answer Octagon.

"Boom." smile Rhomboid.

"So where's the Comtomillia now?" ask Gwen.

"They died off eons ago. The legend say their deserted ship drift across from cosmos to cosmos, bearing a weapon that in fact can destroy the entire universe." explain Rook. "In fact, the stories are true. About this ship at least."

"And the Annihiloorg!" Argit grin again.

"A ghost ship carrying a doomsday device? Puh-lease!" scoff Gwen, not buying the explanation. "What kind of idiots will believe that?" ask Gwen.

"I believe it." said Rhomboid as he raise his hand.

"It is indeed, seemly impossible yet entirely true tale." said Octagon then they heard an explosion and the ship shook by the sound. Outside the ship, an Incursean ship approach and start shooting at the starship.

"Lock on that starship and board them! Anyone who try to cross you, fry 'em." order Emperor Mellious. The ship fire four pink energy beams on the starship and anchored themselves. The group look through the windows.

"Uh-oh." said Argit.

"An Incursean warship." said Rook. "We cannot let them get the Annihiloorg."

"There's no way that...that whatchamacallit is real!" complain Gwen. She hold up her Omnitrix and made a call. "Attea, your father is here and he's attacking us. I could use your help." said Gwen.

"_I'm on my way, Gwen. I'm bringing my husband, Techno, with me._" answer Attea.

"Okay. Until they arrive, we need to distract them. Guess who's going to help us?" smile Gwen.

"You are not serious." grumble Rook.

"Three petty crooks, one froggy dictator, you do the math." said Gwen.

"Four? Or Two? A-Are we adding or subtracting?" ask Rook. Gwen faceplamed with her hand. "Oh, an-an expression. Right."

"Okay. We split up and chase off the Incurseans. And we'll deal with this An-Amil...Amalog-ga..."

"Annihiloorg!" said everyone.

"Argh, whatever!" groan Gwen. Then she notice Argit is sneaking away. "Not so fast, Argit! You're not leaving my sight!"

"I won't think of it. Ha ha ha, come on." chuckle Argit.

* * *

Emperor Millious and his troops board in the ship and blasted the door open.

"Where are you? I ain't got all day! Well, actually I do, but give a regardless, show yourself!" shout Emperor Millious. As the troops walk down the hallway, Gwen & Argit hid in a room.

"Okay, Omnitrix. Give me some useful alien." said Gwen. She slam the core and release a green light. Her whole skin become black skeleton-like body with no breasts and have four fingers, two of them grew longer while the other two become short, she grew a long razor-tipped tail, four overgrowth horns on her shoulder and the back of her head stretched longer. She has no eyes, no lips and gain a second mouth inside her primary mouth. She wore the similar uniform as Crushhopper, only colored midnight blue/blue and wore the Omnitrix symbol on her forehead.

"**Xeno!**" hissed the Xenomorph then she glare at Argit. "You, hisss, stay put!" She spew a gunk of drool at Argit and have him stuck on the wall.

"Is this really necessary?" ask Argit. Then Xeno jump in front of the Incursean troops.

"Stand down, hisss, or face my fury!" growl Xeno. The Incursean open fire but, since it was too dark, she hid away and crawl on the ceiling. The Incursean search around then Xeno pounce one of them and knock him out then she slash the second Incursean's gun in half then she tackle him against the wall. They stood up and jump at her but she spew a bigger gunk of drool and have them stuck on the wall. "Hang around, frogs. Heh heh heh!" giggle Xeno as she head back where she left Argit.

"Okay, Argit. Let's go...Grrrr! BLAST IT!" roar Xeno as she saw Argit escaped.

The other troops enter the storage room and scout around. Rook jump out from the ledge and kick one of the troops down. The other two open fire but Rook perform amazing acrobatic moves and evade all of their attack until he jump into the vent above and exited from the second vent and drop down between them. He tap their shoulders and jump up as they quickly turn around and accidentally blasted each other and knock themselves out cold. Rook land back down.

"Hmm, what would Gwen say? Ah, laying down on a job, are we? Heh, I rather like that." chuckle Rook and one of the troop groan.

One Incursean troop scout around until a laser bolt knock his gun off his hand, shot his tube connected to the pack on his back and snapped his belt, making his pants fall down and reveal his boxer. He cover himself as Octagon stood before him.

"Now I expect you know what I was thinkin'. Does he fire six shots or only five? Well, in midst of those conclusion of all, I done lost track of myself. So y'all got to ask yourself one question: Are ya feeling lucky, frog?" ask Octagon. The Incursean troop gulp hard and step away until he bumped into Rhomboid and he smack the top of his head with his fist, knocking him out.

"D'oh, Boid! You didn't let him answer!" complain Octagon.

"Oh, he ain't no funny, he'll fell right over." said Rhomboid. Meanwhile, Argit, who escaped from Xeno's sight, heard the Incursean are coming so he hid inside the room and close the door. Once they're gone, he try to open the door but it's locked.

"Hello? Anybody?" ask Argit.

The Incurseans coming scouting until a long sticky tongue lasso one of their gun and yank it off from one of the Incursean's hands. They look to see who is it and it was a female Incursean wearing a skin-tight purple leather outfit that left her belly opened and has a long smooth green hair. She wore the Plumber's Badge on her right shoulder and she was holding a gun with her tongue then she grab the gun and retract her tongue back in her mouth.

"Hey, boys. Did Emperor Daddy missed me?" ask the grown-up Attea.

"Princess Attea?!" gasped the Incursean troops then a lone figure wearing the Plumber Uniform appear and aim his weapons at them. He wore a sunglasses and his arms turn into black/green blob and merged with the guns, upgrading them.

"Stand down." order the grown-up Techno. The Incursean surrender themselves & the two couples gave a friendly grin.

* * *

Emperor Millious enter the Command Bridge and search around. Then he heard a voice.

"Looking for someone?" ask Gwen, who was waiting for him.

"Yeah, the Annihiloorg! Are you here by yourself, kid?" ask Emperor Millious.

"Just me and you. Mano-a-Frogo." grin Gwen as she crack her fists.

"That's what you think, ape!" said Emperor Millious as he press the button on his collar and three Incurseans troops enter the room and aim their guns at Gwen.

"Four against one? Dude, I love those kind of odd!" grin Gwen as she activate the Omnitrix and slam the core down. She morph into...

"**Acid!** Ha ha! A good choice!" laugh Acid. They start shooting at her but her containment armor withstand the laser and she fire three focus acid sprays at their guns, melting them into blob. She walk toward them and they quickly surrender. Then Rook, Attea & Techno arrive.

"Hey, Gwen." smile Attea.

"Attea?! You've grown...and you betrayed me again! *sniff* Just like her mother!" sobbed Emperor Millious.

"Oh, Daddy, why are you attacking my friends?" ask Attea.

"S'up." greet Techno.

"Hey." Acid greeted back.

"Where's Argit?" ask Rook.

"Well, where are the Vreedle Brothers?" ask Acid. Then she saw Argit. "Ah! There's my guy!" Argit walk in and saw Emperor Millious.

"You double-dealing salamander!" growl Argit.

"Leave this discussion matter later." said Emperor Millious.

"No, 'Leave this discussion matter' now! We had a deal, frog legs! You said you buy the Annihiloorg from me!" growl Argit.

"You what?!" ask Rook.

"The Annihiloorg?!" exclaim Techno.

"Daddy! You plan to destroy the whole galaxy?!" snapped Attea.

"Now enlighten of your little attack here, I'm guessing you didn't plan on honoring your commitment?" ask Argit.

"I conquer the world for a living. What do you expect?" ask Emperor Millious to both Argit & Attea. Acid grab Argit's collar and yank him toward her so she can face his quivering eyes with her angry glare.

"Where is the Anni...uh...Annihi...uh..." Then everyone, including Techno & Attea, shout in unison.

"ANNIHILOORG!"

"Funny you should ask..." chuckle Argit nervously.

After short explanation...

"You did not..." Rook frown at Argit.

"The Vreedle Brothers have left the building." said Argit.

"With what might be the most destructive device in the universe?!" snapped Acid then they saw the Vreedle Brothers' ship left the starship and head toward Earth. "And they're heading to Earth with it! ARGIIIT!" growl Acid in rage.

"Oh, you're saying it's my fault?" ask Argit. Acid toss Argit across the room and morph back into Gwen.

"We gotta catch the Vreedle Brothers before they set off the..the..."

"ANNIHILOORG!" everyone shout again.

"Whatever! I say it still not a real threat but I don't wanna take any chance when it comes to Earth. Rook, Attea, Techno, come with me." order Gwen.

"What about the Incursean?" ask Rook. Attea grab a blaster and throw it to Argit.

"Argit, keep my Daddy from escaping. And Daddy, if you manage to escape, don't hurt Argit...too much." grin Attea as she left with the others.

"Oh, yeah! I'm in charge now! What do you have say about that, Frog Face?" ask Argit. Emperor Millious shoot his tongue out, grab the gun, snatch off Argit's hand and pull it into his hand. Then he retracted his tongue into his mouth and aim his gun at Argit. "Of course... I meant Emperor Frog Face..."

The Proto-TRUK chase after the Vreedle Brother while the Incursean battleship chase after them. They all start shooting at each other as they enter the planet's atmosphere. They start flying across the sky of Bellwood as they continue firing.

"Roook!" panicked Gwen.

"Gweeen!" reply Rook.

"We can't keep this up!" answer Gwen.

"Upgrade Proto-TRUK!" shout Techno as he place his hands on the front panel and upgraded its system. The Proto-TRUK deploy energy shield and deflected all lasers back at the warship, damaging it greatly then fire a twin power laser at the Vreedle Brother's ship, blasting its engine off.

"WOOOHOOO WHEEE!" shout Rhomboid as they crash on the street and grid toward the Mr. Smoothy's restaurant. A mother Methanosapien saw the ship heading toward them so she grab her child and run but then the child Methanosapien ran back, grab his smoothie and start slurping it as he ran back to his mother. The ship grid to a halt. The Proto-TRUK land near the Vreedle Brother's ship and Techno de-merged from it. Rhomboid and Octagon fell out of their ship, dazed. The warship landed and the Incursean exit the ship with Argit as their prisoner.

"This look bad." said Rook.

"And it's about to get worse." said Gwen.

"Attention amphibians. My brother Boid and I hereby suggest y'all surrender your weapons or we shall be obliged to use this." said Octagon as Rhomboid pull out the Annihiloorg from the bag. It...look just like a small jewelry box or somethin'. (**Kida's A/N: Seriously?! That's it?!)**

"There gotta be an 'On' switch or somethin'." wonder Rhomboid as he try to activate the...the Annihiloorg?

"That's...it?" ask Gwen.

"Seriously?! That's it?!" ask Attea.** (Kida's A/N: I just said that!)**

"I admit, it's far less impressive than in person." said Rook.

"Don't underestimate its appearance. That is truly the doomsday device." said Techno.

"Gwen... Do something!" whimper Argit.

"Please, put that thing down before it goes off." said Rook as they aim their weapons at the Vreedle Brothers.

"Well, sir, that there only further increase our interest, seeing it as our enjoyment of blowing stuff up." said Octagon.

"Real good." grin Rhomboid as he struggle to figure out how to activate.

"If anyone is going to do any threatening, it's going to be me!" growl Emperor Millious as they march forward.

"Dad, this is not the time FOR BEING A BLOWHARD!" snapped Attea.

"Guys..." whimper Argit.

"Just be cool, Argit. I got this." said Gwen. Argit then cringe greatly then start pulling his ears.

"I...I...I-I just can't take it any more!" shout Argit as he charge toward Rhomboid and tackle him down.

"See, that's not be cool. That's, like, the opposite of being cool." said Attea as she facepalmed and Techno become wide-eyed. Argit knock the Vreedle Brother down and snatch the Annihiloorg. But the Incurseans pounce on Argit then Alien Force jump in and they start fighting each other to grab the doomsday device. **(Kida's A/N: How can that little box be a doomsday device?!)**

Then Rhomboid grab the Annihiloorg from Gwen's hands and ran toward the warship.

"I got zit." shout Rhomboid. Rook stood up, frown strongly and command his Proto-Tool to fire a tow cable and trip Rhomboid. He drop on the ground and toss the device up in the air. "Oof. I don't got zit." Everyone gasped as the Annihiloorg went flying up and hit on the ground. Nothing happen.

"Phew!" sigh everyone. Then the device pop open and reveal a blinking red bulb.

"I bet that's what'cha y'all call it your basic countdown of destruction." comment Rhomboid.

"Ego, I recommend we all prepare a safe distance from a sad destruction." suggest Octagon. Argit grab him by his collar.

"This is no safe distance, you boobs! It. Is. Going. To. Destroy. THE UNIVERSE!" shout Argit at the top of his lungs.

"Clearly we did not think this through." said Octagon. Everyone ran to the device and Emperor Millious pick up the device.

"How do you set this thing off?!" ask Emperor Millious as he try closing it but it still beeping.

"WHY ARE YOU ALL STANDING AROUND!? SOMEBODY HAD TO STOP THIS THING FROM HAPPENING!" panicked Argit then he jump on Gwen, grab her hand and try to make her slap her Omnitrix.

"ARGIT! YOU'RE TICKING ME OFF!" snapped Gwen as she grab him and throw him down.

"Techno... Is this the end?" ask Attea as tears are welling up in her eyes. Techno hold her in a loving embrace.

"I believe it is. Just close your eyes, Attea." said Techno. Attea nodded and close her eyes strongly as she hugged him tight. Gwen hold up her Omnitrix and sigh.

"Okay, Omnitrix. This is going to be different. I want you to warp morph me into an Ultimate state, 'kay? Can you do it?" ask Gwen.

"AFFIRMATIVE. MAY I SUGGEST ALIEN X?" ask the AI.

"She is the only one who can stop this." nodded Gwen as the core pop up and she slam it down, releasing a bright light. She morph into a Celestialsapien then the Omnitrix symbol grew four spikes then she morph into a taller version of the Celestialsapien with overgrowth-blades on her elbows, long tail, curved horns and short claws on her knuckles.

"**Ultimate Alien X!**" shout the Ultim Celestialsapien as she pose firmly.

"*gasps* Ultimate Alien X! Amazing!" exclaim Rook in awe.

"So this is Ultimate Alien X." wonder Argit.

...

In Ultimate Alien X's consciousness...

"Gwen, I'm bored." said Rosaline.

"I know but there is a doomsday device that will destroy everything!" shout Gwen.

"What?! If the Annihiloorg destroy everything, there won't be anything fun for us! WAAAAHHH!" cried Grace.

"Pull yourself together!" shout Gwen & Rosaline.

"Let's stop this from happening! Together!" shout Gwen as they all pool their powers together.

...

"Nobody is going to die today! Everyone will live tomorrow!" shout U. Alien X in three synched voices as she place her hand forward then spin it around as she draw a circle pattern then blast it against the Annihiloorg. The device turn into dust and its explosive energy cell got drained. Threat has averted.

"Whew!" sigh Rook.

"We're alive? We're alive!" cheered Attea as she gave Techno a deep passion kiss.

"No boom?" ask Rhomboid.

"No boom, Rhomboid. I destroyed it. Now we will continue living." answer Ultimate Alien X as she morph back into Alien X then into Gwen. After everyone left, Rook begin to ask Gwen several questions.

"Gwen, what does Ultimate Alien X do?" ask Rook.

"She has greater time/space/reality powers, can slash anyone with her overgrowth blades, knuckle claws and tail and she can increase her powers four times greater." explain Gwen.

"Show me more Ultimate forms!" begged Rook in excitement.

"Don't push it, Rook. I had enough excitements for today. Maybe tomorrow at the training room." smile Gwen.

* * *

**Gwen- Where's Axle?**

**Rook- Miss Kida is chasing him around the house.**

***I ran back into the bedroom, lock my doors and shut my windows***

**Axle- Did you see Kida here?**

**Rook & Gwen- No.**

**Axle- Good! I lost her. *sniff sniff* What is that smell? Gwen, did you ate a tofu?**

**Gwen- No. If I did, I would've transform into Stinkbomb and let it out on a deserted island.**

***I check the closet then Kida pop out***

**Kida- _Bonjour, mon amor!_ What do you want, darling? Coffee? Tea? Or _moi_?**

**Axle- NO! Get me out!**

**Kida- I have the key, my sexy hedgehog hunk!**

**Axle- Give it to me!**

***Kida drop it in her breasts and she gave a grin***

**Kida- Come and get it~!**

**Axle- Forget it, I'll spin dash my way out! **

***I curl up and spin dash through the door and continue running while she chase after me but she got me and pinned me down***

**Kida- Mwah mwah mwah mwah mwah! Heh heh. Mmmmmmwah!**

**Axle- I...I give up...Gahhh...**

**Gwen & Rook- GROSS! THAT SMELL! **


	59. Of Predators & Prey

**Chapter 59: Of Predators & Prey**

**Axle- Ah! I'm back!**

**Kida- And I got you~!**

***She wrapped her large furry tail around me and I can't break free***

**Axle- Let go me, please. I'm tired and exhausted.**

**Kida- Just let me kiss you. Mwah mwah mwah mwah mwah.**

***I try to move my face away as she try to kiss me***

**Axle- This remains me of _Teen Titan Episode 19: Date With Destiny._ Kida, since you're on the computer, you send the chapter.**

**Kida- Hmm? Oh, okay.**

* * *

In Gwen's house, Devlin and Rook are playing _Halo 4_ while Gwen is feeding Sunny.

"Got'cha!" cheered Devlin as he beat Rook.

"Ah, I'm beaten." sigh Rook.

"Here, another round." smirk Devlin. Suddenly the wall blew open and entering the house was...

"**Crabdozer!**" exclaim Rook.

"Well, she got the look for it!" smirk Devlin.

"_She_?!" ask Gwen & Rook.

"You guys need to study biology." said Devlin. Gwen slam the Omnitrix and morph into a metal-structured alien with arcs on her back, and wore the Omnitrix symbol on her forehead.

"**Arcattack!** New alien! Awesome!" cheered Arcattack as she release a music rhyme and fire a powerful electrical pulse with an electric guitar-like strumm. **(A/N: Like Lyra Note of _Mega Man: Star Force series_)**

Crabdozer got blasted hard and went flying back out of the house. Since it was confirmed to be a female, _she_ recovered and shook her head. She growl at Arcattack and charge toward her. Arcattack jump forward and slam her hands against Crabdozer's forehead, release an electrical burst and blast her down but she ram her horn against Arcattack and send her flying into the air. She crash against the fence and got dazed hard.

"Ow..." moan Arcattack as she recover and she slap the Omnitrix symbol and morph into...

"**Stink Fly!**" shout the Lepidopterran as she fly up and fire acid gunk from her eyes while Rook start shooting at Crabdozer. She got blinded and getting shot down then Stink Fly morph into...

"**Needle Mouse!**" shout the Hedgesapien as she spin dash toward Crabdozer, tackle her down, somersault backward then release a green light and morph into a Foxsapien wearing a similar uniform as Blossom Rose and wore the Omnitrix symbol on her green/white-collar.

"**Fire Fox!**" shout the Foxsapien as she belch a huge fireball and blasted Crabdozer but, since she's a Pyronite Predator, she become immune to the attack, even when the slime exploded on blank range. She shook off the smokes and growl at Fire Fox and Rook. "None of our attacks is hurting him, uh, her!" grunt Fire Fox.

"Agree, no matter what form you choose, she's all prepared." add Rook. Crabdozer roar and charge toward the duo but, when the duo drop in defense stance, Devlin charge forward and jump up.

"Devlin?!" exclaim Fire Fox.

"RRRAAAAAGGGHH!" roar Delvin as his body start crackling and flashing then he morph into a Tetramand but has a Pyronite left arm, Petrosapien right arm, a second pair of Vulpinmancer arms, a Galvan's right eye, Piscciss Volann's gills, rod and teeth, Kineceleran tail, Lepidopterran wings & a Galvanic Mechamorph back. He look likes Kevin 11 and he ram his fist against Crabdozer's face, sending her crashing against the street. Khyber was watching the scene and saw Devlin's transformation.

"Most unexpected... A combination of different aliens. This is very unsporting." Khyber let out a high-pinch whistles and Crabdozer heard Khyber and ran off. **Devlin 11** then morph back into his human self. Fire Fox morph back into Gwen and he look at her.

"Did I scare you?" ask Devlin.

"No. I knew you have that ability, I'm just waiting when you use it. Rook, did you heard it?" ask Gwen.

"You mean that high-pinch whistle? Yes, I heard it." said Rook.

"Which means whenever that shape-shifter predator appear, her owner is nearby. Let's head back to the HQ and talk to Grandpa Max." suggest Gwen.

* * *

At the Plumber's HQ, Gwen, Devlin & Rook arrive, just to find Grandpa Max chasing after a scorpion alien.

"Ah, good, I could use some help." said Max. Rook caught it and gave it to Max. They head back into the kitchen and toss the scorpion into the stew. "Finally I can finish the stew. You want some?" ask Max.

"No." said Gwen & Devlin in unison.

"Yes, Magister." smile Rook as he grab a plate and start eating the stew while Gwen start asking questions.

"Max, did you know anything about this device?" ask Gwen as she show the drawing of the device that was on the shape-shifter's collar.

"I don't know about this device but I say it does resemble the Omnitrix." said Max.

"Whatever that device is, it has the ability to turn that lizard-dog into any Predators of Mom's alien forms. The few forms Mom saw her transform was the predators of Pyronite, Talpaedan, Lepidopterran & Crushhopper. We named the Pyronite Predator, Crabdozer." said Devlin.

"You have your father's intellect." smile Gwen.

"So it's a knock-off of the Omnitrix..." wonder Max.

"Grandpa, we also learned that someone is after me and whenever we were about to overpower her, we heard a high-pitched whistle and she fled." Gwen hold up a device and replay the whistle. Max grab it and replay it several time. Then Tetrax & Su'Flow enter the kitchen and heard the whistle.

"That's the whistle emitted from the Hunter Arian." said Tetrax.

"So some bounty hunter is after my head?" ask Gwen.

"Seems like it." shrugged Su'Flow.

"Well, Rook got a perfect plan for this." explain Gwen but Rook can't explain it since he has his mouth full.

* * *

In the futuristic Bellwood's street, Gwen & Rook walk through the street within the crowd of humans and aliens. Then Gwen saw what look like the lizard-dog. Believe to be that shape-shifter, Gwen gave Rook a nod.

"Now listen to me, Rook, I am the Magister and I want you to obey every orders I give you!" shout Gwen.

"I did but your recklessness almost got us kill." argue Rook.

"OH?! _I'm_ reckless?! Big talk from a rookie who don't understand any Earth expression!" snarl Gwen.

"Forgive my rudeness-"

"Say it!" growl Gwen.

"Well, you are the most reckless, hard-headed delinquent! And you never save the world without some helps!" said Rook. Gwen pull out her Plumber Badge.

"Then I guess I don't deserve this then!" Gwen throw the badge down and stomp it with her foot, breaking it apart. Then she storm off in a huff while Rook went off to the other direction. As she walk across the crowd, Khyber saw the whole thing and made an evil grin.

"Finally, Gwen is all alone." grin Khyber. Then he let out a high-pitch whistle. The dog heard it and she start running toward Gwen, jump up and transform into a Lepidopterran Predator. When she was about to slam Gwen down, she disappear in an instant. **Buglizard** crash against the street and she shook her head and look around in confusion.

"Peek-a-boo! AHHHHHHHH!" scream a voice and a sonic scream blasted Buglizard against the building. Khyber become surprised that Gwen transform into **Sonicboom** in the last second. Buglizard recover but got blasted by Sonicboom's sonic cannons. "Give up, puppy!" growl Sonicboom. A high-pitched whistle was heard and Buglizard morph into a large rock-like monster.

"What the?! AAAAAAHHHHHH!" scream Sonicboom but her sonic scream has no effect on her rock-like hide. "Darn that Rock Head! That must be the Sonorosian Predator!" growl Sonicboom as she charge toward **Rockhead** and tackle her against the wall but she grab Sonicboom and slam her against the ground. She lift her foot and was about to stomp her but Sonicboom release a green light and morph into...

"**Ghost Freak!**" hiss the Ectonurite as she turn intangible and phase through the street while Rockhead missed and shatter the whole street. Everyone start running away in fear while Ghost Freak appear and morph into...

"**Titanosaurus!**" roar the Vaxasaurian and charge toward Rockhead. She look up then got shoulder-charged by Titanosaurus and she crash against the wall. Then the whistle was heard again, she release a red light and morph into a giant tyrannosaurus-like alien with red skull-like face with horn, two second pair of arms and a second pair of legs. She roar and face Titanosaurus. "Whoa... I'm calling her **Tyrannopede**, since she's half-T. Rex half-Centepede." said Titanosaurus. The two dinosaurs charge toward each other and collided together, releasing a powerful shockwave that shatter and shift the ground. Titanosaurus grapple Tyrannopede and slam her against the ground but she slap Titanosaurus' face and she crash on the ground. Titanosaurus snapped her jaws on Tyrannopede's tail.

"RRAAAAAAGGGHHH!" roar Tyrannopede in pain. She swung her tail and slam Titanosaurus against the street. She recover and try to hammer toss Tyrannopede but, for unknown reason, she can't lift her.

"GRRRR! I can't lift her?! Then time to grow bigger." Titanosaurus grew larger until she's 60 feet tall then she start punching Tyrannopede's face then overhead punch her against the ground. Then she place her hands under her belly then start lifting her up. But she is extremely too heavy.

"Gah... Tyannopede, I feel sorry for you...but...you really need to lose some weight!" grunt Titanosaurus. Tyrannopede got wide-eyed and frown strongly.

"GRAAAAAAAGGHHH!" roar Tyrannopede as she got offended and bite Titanosaurus' arm hard.

"OOW!" yelped Titanosaurus and lose balance. She drop Tyrannopede and she crash on her. She step backward and thrust her horn forward & fire a powerful webbing, wrapping her up in a cocoon. Then a green light flashes and emerge Titanosaurus as Ghost Freak again. Tyrannopede grin as she heard a high-pitch whistle and release a red light, morphing into a bio-mechanical snake with two bright red eyes, giant yellow core on her chest and have three long forked tongues.

"HISSSS!" hiss the new predator.

"Uh-oh..." moan Ghost Freak.

"KRRRRIIII!" scream the predator as she release a powerful blinding light and engulfed Ghost Freak.

"YAAAAAAHH!" scream Ghost Freak as she got burned and fell on the ground. Her Omnitrix symbol start beeping and she morph back into Gwen. She stood up and saw the predator.

"You **SolarViper** got lucky." frown Gwen. SolarViper charge toward Gwen but she lend her left arm back, covered it in Codon energy from the Omnitrix and thrust it toward SolarViper. "**Omnitrix Fist!**" shout Gwen and land a powerful punch against SolarViper's face, releasing a powerful shockwave and blast her away until she crash against the gas station and release a huge explosion.

"You think I'm useless in my human form?" grin Gwen. The dog emerge from the flames and start whimpering. "Come out, Hunter Arian! I know you're watching so come out so I can kick your sorry $$!" shout Gwen. Then she heard a footstep and turn around to find Khyber standing behind her.

"There you are. What's your name, Hunter Arian?" ask Gwen.

"I'm Khyber the Huntsman, the greatest hunter in the galaxy." said Khyber.

"Yeah, right! I met several bounty hunters with that same title. What do you want!?" growl Gwen.

"You, Gwen Tennyson." answer Khyber as he pull out his sword.

"Then try to get me." Gwen charge toward Khyber and Khyber responds the same. Khyber swung his sword but Gwen drop on knees and slide across the ground while tilting her head backward, easily evading Khyber's sword then quickly place her hands on the ground then sweep kick Khyber off his feet. Khyber stood up and swung his arm at Gwen but she block it with her forearm then ram her knee against Khyber, who block it by grabbing it with his hand. Gwen grin and ram her palm against Khyber's torso, making him stagger back but he counter by pulling out his blaster and fire it at Gwen. Gwen drop down and did a split, evading the shot then she instantly stood up and land an uppercut, but she missed when Khyber step back then ram his fist against her stomach. She gasped hard and drop on her knees.

"Gah...Grrrr!" growl Gwen as she start charging up her fist. "**Omnitrix Fist!**" shout Gwen as she ram her fist against the street, sending massive green shockwave and blast Khyber away. Khyber recover and grin evilly.

"Such strength, Gwen Tennyson. You are a worthy prey." grin Khyber.

"I will beat you down HARD!" growl Gwen as she slam the Omnitrix core and morph into...

"**Elemental!**" shout the Robosapien and converted her arms into flamethrower and acid cannons & start shooting at Khyber but he jump away and land on the car. Elemental then fire water blast from her chest and blast Khyber down. Khyber stood up and let out a high-pitch whistle. The dog heard him and morph into a Talpaedan Predator and burrow underground. Elemental recieve a vision about Khyber's dog emerged beneath her, grab her then devour her so she quickly slap the Omnitrix and morph into...

"**Abyss!**" shout the Aquanite and she easily evade the emerging predator & missed since half of her body that got chomped are water. She then morph into...

"**Fire Fly!**" shout the Pyrofiggian, who now have larger tail, larger wings, slightly bigger crown and wore the Omnitrix symbol on her torso, as she dart her way up. "Come and get me, Slamworm!" shout Fire Fly as she thrust her hands and blast her with her heat rays. She hardly felt it and drive down toward Fire Fly, opening her jaws and was about to eat her but Fire Fly thrust her tail forward and fire a powerful heat ray, blasting her mouth and make her scream in pain.

"Yeah, I remember that one when I was Diamond Head!" grinned Fire Fly as she start firing again but Slamworm quickly evade and tackle Fire Fly. As they fall, Fire Fly release a green light and transform into...

"**Stinkbomb!** Eat this!" grin Stinkbomb as she aim her furry butt and release a powerful gas at Slamworm.

"GRRRAAAARRRR!" roar Slamworm in disgust and she try to shake off the smell but Stinkbomb continue to spray her with her gas as they are closer to the ground. Then she slap her Omnitrix symbol and morph into...

"**Heat Blast!**" shout the Pyronite and she thrust her hands and fire a heat ray, igniting the gas and exploded as Slamworm crash on the ground and release a huge explosive wave. Heat Blast fly her way down and land on the ground. She glare at Khyber. "Now where were we?" ask Heat Blast as she create a fireball and throw it at Khyber. He block it with his sword and Heat Blast start punching him. Khyber counter with his own punches and as they clash, the ground start cracking and travel toward Heat Blast & Khyber.

"I fought Vilgax the Conqueror, Eon the Time Emperor, Ultimo the Destroyer! What makes you any better?!" growl Heat Blast as she charge up her flames.

"Experiance." answer Khyber and, at the same time, Crabdozer emerged from the ground and grab Heat Blast by her jaws and start eating her. Then she spit her out and Heat Blast's Omnitrix symbol start beeping then morph back into Gwen, covered in slimes.

"Oh, that's it!" growl Gwen as she slap the Omnitrix core and morph into...

"RRAAARRR!" roar **Wild Cat**, who wore the old uniform but with midnight-blue/blue color and wore the Omnitrix symbol on her collar. Khyber let out a high-pitch whistle and Crabdozer release a red light and morph into a larger wolf-like monster with somewhat razor-sharp jagged claws.

"AWWWOOOOO!" howl the Felinesapien/Felinain Predator named **Savagewolf**. They charge toward each other and collided, shatter the ground and shifting it down by their might as they engage the tug of war. They start pushing each other until Wild Cat failed and got knock backward and crash against the car. She stood up and shook her head.

"Rowr! Hisss!" hiss Wild Cat as she start walking on four around Savagewolf, who respond the same.

"Grrrr!" growl Savagewolf as they continue to circle around each other then they charge each other and bash each other hard then they start rolling across the street, scratching and biting each other. Then Savagewolf pinned Wild Cat down and start bitting her shoulder, causing her to bleeding badly.

"MEOW! HIISSS!" hissed Wild Cat then she release a bright light and morph into a humanoid scorpion with yellow skin, two fangs outside of her mouth, a large tail with stinger, and she have a second pair of arms on her back with sharp pincers. She wore the Omnitrix symbol on her forehead.

"**VenomScorp!** Huh? A new alien? Cool! Take this!" grinned VenomScorp as she stab her tail on Savagewolf's back. She howled in pain then VenomScorp grab her then toss her against the wall. She look at herself in the mirror. "Whoa...I look so CUUUUTE!" squeal VenomScorp.

"Ahh, the older cousin of the small insectoids." Khyber pull out his sword and ready to attack but VenomScorp spew an acid ball then she throw it across the ground. It gather debris then grew larger, larger and larger. Khyber remains standing and let out a high-pitched whistle. Savagewolf jump ahead, land in front of her owner then face the giant acid ball. She release a red light and morph into a four-legged spider-like alien. VenomScorp become surprised.

"No...way! **Terrorantula!?**" gasped VenomScorp. Terrorantula created a energy-like webbing and cancel out VenomScorp's attacks. She then spew energy webbing at VenomScorp and she got blasted hard and got electricuted. "GAAAAAAAAAAHHHHHH!" scream VenomScorp then she drop on her knee, her symbol start beeping and she morph back into Gwen.

"No..." said Gwen as she drift into unconsciousness and fall flat on the ground. Khyber grabs her by her vest and lift her up high.

"Yes! Ha ha ha ha. HA HA HA HA!" laugh Khyber as he finally defeated Gwen 10.

To be continue...

...

...

...

HA! Fool you, the stories continue right below here!

* * *

Gwen was feeling groggy... She barely open her eyes and then remember something 6 years ago...

* * *

-_Flashback_-

_"Grandpa, we still couldn't catch any fish! Can I use **Mermaid?**" ask 16-year-old Gwen._

_"Nah, come on, catch something without using your new Omnitrix." smile Grandpa Max. They were camping at the Krakken lake, where they first encounter the Krakken. 17-year-old Kevin, Gwen & Verdona were fishing while Max was cooking some burgers, as well as some alien worm grubs and 17-year-old Ben & 19-year-old Looma were playing with 5-year-old Jen, 1-year-old Devlin & 9-month-old Ken._

_"Oh, Benjamin, doesn't Ken look just like you?" ask Looma._

_"Yeah, he look just like yours truly." smile Ben._

_"Hey, Daddy! Watch me swim!" cheered Jen as she jump in the water._

_"Yeah, you're doing great, Jen." shout Ben. Devlin jab Ken and he started crying._

_"Waaaaaahhh!" cried Ken._

_"Devlin! Why you jab your cousin?" ask Looma._

_"He what?!" ask Gwen. "Devlin, why you hit Ken?" ask Gwen._

_"Hmph!" scoff Devlin as he cross his arms and sit down with a huff. Gwen chuckle and then start laughing. Even Looma and Verdona start laughing._

_"What's so funny?" ask Ben._

_"Devlin just did the same thing what Kevin did to you, Ben. He jabbed you in the face and you started crying!" laugh Gwen._

_"When?!" ask Ben._

_"When you broke Kevin's car door." said Looma._

_"I didn't cry, I-I just have something in my eyes. That's all." lied Ben. Ken stop crying when he saw the Megatrix._

_"Goo! Dah dah." Ken reach his hands out and try to grab the Megatrix._

_"Yo, Benji. Look at your kid." said Kevin. Ben look and saw Ken grabbed the Megatrix and start slapping the core several time._

_"Aw, Ken wants a Omnitrix. Well, Ken, you will have one when you're 10, 'kay?" ask Ben._

_"Dah dah!" chimed Ken. Suddenly they all felt a powerful tremor and bursting out of the ground was Terrortantula._

_"GRAAAAAAH!" roar the monstrous spider._

_"What the heck?!" exclaim Ben._

_"What is that thing?!" ask Kevin._

_"I don't know but that thing is dangerous! Let's get out of here!" shout Max._

_"Kevin, take Delvin and ran! I'll distract him with **Diamond Head!**" shout Gwen as she activate her New Omnitrix and slam the core down. She morph into..._

_"**Needle...Mouse?** Darn it! I want Diamond Head, not Needle Mouse!" complain **17-year-old Needle Mouse**._

_"I'll assist you, Gwen." Ben activate his Megatrix and slam the core, morphing into..._

_"**Stinkfly!** Let's kick some tail!" grin the **18-year-old Stinkfly (Ben)** as he took off in the air and start firing acid gunks from his eye stalks. The slimes hit Terrortantula but it didn't slow him down and jab Stinkfly into the water with his leg. Looma quickly dive into the water and rescue her drowning husband while Needle Mouse try spin dashing the spider alien but she hardly dent him so she land on the ground and start catching her breath._

_"He can stop _regular_ Needle Mouse, but let's see if he can stop:" Needle Mouse slap her new Omnitrix symbol and it grew four spikes, release an energy pulse across her body, giving her metallic silver quills, bronze skin and gain metal claws. "**Ultimate Needle Mouse!**" shout the Ultim Hedgesapien as she lend her head down and fire a series of quills at Terrortantula, releasing a chain of explosion by impact, making the creature scream in pain then fire an energy webs at U. Needle Mouse but she curl up into a metal spin ball and dash away from the webs then she tackle Terrortantula several times then spin dash toward him again but he smack her away with his leg. Stinkfly stood up and saw U. Needle Mouse crash on the ground, morph back into Needle Mouse then into Gwen as she pass out._

_"Gwen! Time to test out my new alien I discover." Stinkfly slap the Megatrix symbol on his chest then morph into a tiny little insect with dual horns and wore a green collar on his neck with the Megatrix symbol._

_"**Ball Weevil!**" shout the tiny insectoid then Looma grab him with two hands, carefully and start cuddling him._

_"Ooh, Benjamin, you got super-cute!" squeal Looma._

_"Looma...Now it's not the time! I must help Gwen." said Ball Weevil._

_"Oh, sorry." said Looma and put Ball Weevil down, who spew an acid sphere, climb on it then start rolling it forward, picking up rocks in its path as it grew bigger. Then he ram it against Terrortantula when it was about to kill Gwen. The sphere exploded and send the spider flying into the woods. He recovered and saw Ball Weevil firing a barrage of acid orbs at him but he counter by creating an energy web shield, canceling it out then spew an energy web line at Ball Weevil but Gwen jump in the way and slam her Omnitrix core, morphing into a Conductoid._

_"**Feed Back!**" grinned the Conductoid as she extended her antennas and drain all of the webbing's energy then redirect it as an electro beam, blasting and sending Terrortantula crashing against the ground with an explosion. Then a beeping sound was heard and a red light filled the area. Emerging from Terrortantula's place was the ex-Plumber **Phil**._

_"Phil?!" exclaim Max & Verdona. Then he disappear in a flash of light. Ball Weevil & Feed Back transform back to their original selves and become perplexed._

-_End Flashback_-

* * *

"Terror...tantula...Phil...the Predators..." moan Gwen as she try to regain consciousness. She open her eyes and the vision become blurry but then become clear and saw Khyber & his dog standing in front of her, upside down. "KHYBER!" growl Gwen as she struggle to break from her chain but to no avail. She was in Khyber's ship and, judging by the engine sound, they're in the sky.

"I finally defeated you, Gwen Tennyson, Bearer of the Omnitrix." grin Khyber.

"You, defeated _me_?! Ha! You let your mutt do all the dirty works for you!" growl Gwen.

"He is not a mutt!" snapped Khyber.

"_He_? My son told me your dog is a _she_. You didn't know, or you don't care?" ask Gwen. Khyber just scoff and the dog hang her head down. Gwen notice that and frown. "Oh, she's just a tool... So what soft of Omnitrix did you use to make her transform into Crabdozer, Slamworm, Mucillator, Rockhead, SolarViper, Tyrannopede, Buglizard & that Terrortantula?" ask Gwen.

"Heh. For a minute, I thought you're trying to stall me so your friend will save you, but then again, I doubt it since you destroy your Plumber Badge." scoff Khyber.

"..." Gwen remain staring at Khyber.

"Hmph, the device he's, or _she_ if you prefer, wearing is called the **NemesisOmnitrix **or **Nemetrix** for short. It's a device that allows the user to transform into any non-sapient life forms and was created by the mutant Cerebrocrustacean named **Dr. Psychobos** and a malevolent Gridsapien named...**BioCore.**" When Khyber said that name, it put strong fear into Gwen's heart, her eyes widen and she started to sweats. Multiple memories of her battles with BioCore, Grid Master, her favorite form's death and her frenzy rampage as Way Big pummeling BioCore to his death flashes before her eyes.

"No...No, that cannot be... BioCore...was dead... He was dead! I killed him as a To'kustar!" panicked Gwen.

"Ah, the way you panicked, you really feared BioCore. Yes, he's alive. He was still function after your frenzy pummel and manage to drain some technology during his gravel and manage to repair himself. What's more that he manage to obtain enough data from your Prototype Omnitrix and, together with Dr. Psychobos, they built the Nemetrix but they have no DNA samples for it so they hired me, Khyber the Huntsman, the greatest hunter of the galaxy, to hunt down some perfect predators to counter your aliens. However, they need to test the Nemetrix so we test it on our test subject." explain Khyber.

"PHIL! So our battle against Terrortantula... It was a test run?!" exclaim Gwen.

"Yes, and we learned that sapient beings cannot support the powers of the Predators." answer Khyber.

"So your dog is the only one who can control its powers since she's a non-sapient being." said Gwen.

"Correct. Now I defeated you, I will add you to my trophy collection and deliver your Omnitrix to BioCore and Dr. Psychobos. Then I will hunt down Ben Tennyson and his daughter since I never had a Anodite and a Master Anodite in my collection. And, maybe I'll hunt your son too since he's a unique prey." grin Khyber. Gwen's eyebrows start twitching in rage and gritted her teeth hard.

"GRRRR! I wouldn't let you lay your hands on my FAMILY! TIME FOR ME TO GO TITANOSAURUS!" roar Gwen as the Omnitrix release a green energy aura and engulfed Gwen, transforming her into a Felinain.

"**TIGRAAAA!**" roar Tigra as she snapped free and land on her feet. She stood up and look at her hands, seeing she didn't turn into a Vaxasaurian.

"Heh, your Omnitrix's not helping you." grin Khyber.

"LET ME TELL YOU SOMETHING, KHYBER THE HUNTSMAN, SELF-PROCLAIM HUNTER OF THE GALAXY! TIGRA IS NOT TITANOSAURUS...BUT TIGRA IS GONNA MAKE YOU...TITANO-SORRY!" roar Tigra in complete rage. Then the dog jump in front of Tigra and growl at her. "HUH?! YOU WANNA PIECE OF ME, PUPPY?! THEN COME ON, 'CAUSE TIGRA IS GONNA-GAH!" yelped Tigra as the dog tackle her down then start biting her leg.

"Grrrr!" growl the dog then, by Khyber's whistle, release a red light and morph into Savagewolf, strengthen her bite.

"OW! You ask for it!" growl Tigra as she ram her foot against Savagewolf's eye, making her yelp in pain and let go off Tigra then she stood up, hammer punch her head down then hammer toss her against the wall. Then she glare at Khyber. "Now it's time for KHYBER SEASON!" roar Tigra as she let out a thunderous roar and send Khyber crashing on the wall. He broke free from the Khyber-shaped hole.

"No, it's Felinain Season." grin Khyber. Then they charge toward each other and engage a test of strength as they exchange powerful blows.

"Khyber Season!" shout Tigra.

"Tigra Season." said Khyber.

"KHYBER SEASON!" roar Tigra.

"Tigra Season!" shout Khyber.

"KHYBER SEASON!" roar Tigra as she ram Khyber against the wall. Then Khyber place his hand on her left shoulder and perform the nauro grip.

"Tigra Season." grinned Khyber.

"GYAAAAAHH!" scream Tigra then she collapsed on the floor, the Omnitrix start beeping and morph back into Gwen.

"My...My shoulder... What did you do?" moan Gwen.

"I just perform the nauro grip on your shoulder. Now I will remove your Omnitrix from your arm." Khyber pull out his sword and was ready to cut Gwen's left arm until the door swing open and enter Rook, firing his Proto-Tool and electro-shock Khyber in the back.

"GAH!" grunt Khyber and fell on the floor.

"This is the end of your evil way, evildoer! Heh, what do you think of that line, Gwen?" ask Rook.

"Good, and took you long enough. I get to hear the whole story from this hunter-wannabe." chuckle Gwen.

"W-What?! But you two broke up your partnership? And how did he find us?!" ask Khyber in shock. Gwen reach in her pocket and pull her Plumber Badge! "What?! I thought you destroyed it?!"

"That was a decoy. We had you fooled, Khyber! Ha, some 'Huntsman'!" laugh Gwen as she stood back on her feet.

"No one mock Khyber the Huntsman...and live!" growl Khyber as he shot up and swing his sword at Gwen but Rook block it with his Proto-Tool: Sword Mode.

"Gwen, defeat the dog while I handle Khyber." said Rook. Gwen nodded and turn to face Khyber's dog but, by the command of Khyber's whistle, she transform into Crabdozer and ram her against the wall with her leg.

"RAAAAAGGHH!" roar Crabdozer.

"AH! Rook, get rid of Khyber's whistle!" shout Gwen.

"On it!" answer Rook as he continue clashing with Khyber. Gwen activate the Omnitrix, rotate the holographic ring until she selected a form and slam the core down, morphing into...

"**Swampfire!**" shout the Methanosapien then she threw seeds on the floor and spread out powerful vines and wrapped around Crabdozer. It start crushing her and Swampfire grow more vines to bring her down. While Rook got knock back by Khyber then try to recover from Khyber's punch, Khyber let out another whistle and Crabdozer release a red light and morph into a large plant-like monster with large maws. She broke free and belch a blue vapor at Swampfire. She evade it but her legs got frozen and snapped off, making her trip over and fall flat on her face.

"Argh...my legs... Take this!" Swampfire thrust her hands and fire two flamethrower blasts on the plant monster but it has no effect. Then she grab Swampfire in her Venus-trap like jaws and start chewing her.

"Gwen! That one is called **VenoTrap!** She's the Methanosapien Predator so switch form!" advise Rook as he evade Khyber's sword slash then convert his Proto-Tool into Staff Mode then block Khyber's sword. Then he sweep kick Khyber off his feet then swing his staff down but Khyber block it with his sword.

"This is going to hurt a lot, puppy!" said Swampfire as she dive inside her throat and release a green light. Suddenly VenoTrap start screaming in pain and smokes emanate from her mouth then she spit out **Goop**, who have more female human appearance and wore the Omnitrix symbol on her Anti-Gravity Projector disk, and she splash on the floor than morph back on her feet.

"Guess acid Jell-O is not good for you, eh?" giggle the Ploymorph as she stretch her fists and punched VenoTrap, burning her body with every blows then Goop leap up and was about to splash back into her throat but Khyber whistle again and she morph into Slamworm and smash Goop against the floor. "Rook! Make him stop whistling!" shout Goop.

"I'm trying but I don't know how did he use the whistle in one second!" said Rook as he convert his Proto-Tool back into Gun Mode and start shooting at Khyber but he evade it, grab his gun and fire an acid gunk at Rook's Proto-Tool, disabling it for a while. Slamworm lift her face up and Goop crawl on her face, release a bright light and emerge as a Sotoreggian, wearing midnight blue/blue armor with green visor and wore the Omnitrix symbol on her belt.

"**Hunter!**" shout the Sotoreggian and pull out two energy swords then stab it against Slamworm's muzzle.

"KKRRRRIIII!" shriek Slamworm as she swing her head up and slam Hunter against the ceiling, sending her out of the ship and she start falling in the sky.

"WHOAAA!" yelped Hunter as she activate her jetpack and fly her way back on Khyber's ship. She land on it and morph back into Gwen to rest.

"Phew... I need a break..." sigh Gwen. Then another whistle was heard and Slamworm burst out of the hole as **Mucillator** and she crawl out of the hole. She glare at Gwen then charge toward Gwen.

"Do you want another punch?" ask Gwen as she start charging up her fist in green aura then she slam her fist against the ship, sending a powerful tremor and shook the ship apart, as well as tripping Mucillator and she crash on her face. Inside the ship, Rook & Khyber recover from the tremor and Rook ram his fist against Khyber's face but he grab his arm then slam him against the statue. Rook stood up and dodge roll to evade Khyber's sword then try to search for Khyber's whistle but Khyber continue battering him. Outside, Mucillator stood up and resume her charge toward Gwen. "Still coming? Then let's get TITAN!" Gwen slam the core and release a green light, morphing into...

"**Titanosaurus!**" roar the Vaxasaurian as she ram her fist against Mucillator's face and send her backward. Khyber saw Mucillator getting pounded by Titanosaurus so he let out another high-pitched whistle. Mucillator heard it and morph into **Tyrannopede**.

"RAAAAAGGHH!" roar Tyrannopede.

"Hmph! I can't fight you when you're too fat to be lifted up as Titanosaurus." smirk Titanosaurus. Tyrannopede got wide-eyed and start growling in anger. "Ooh, a non-sapient creature got emotional about her weight? That's new." grin Titanosaurus.

"RRAAAAR!" roar Tyrannopede in rage.

"Guess it's time for me to go Ultimate!" Titanosaurus slap her Omnitrix symbol, grew four spikes and release a green pulse across her body, becoming a spinosaurus-like alien with dark green/dark blue skin, dorsal sail with metal spikes, metal claws on her knuckles and wore metal helmet that completely covered her head, with a large horn on her muzzle. Her teeth grew longer and sharper that stick out of her jaws. She grew taller, muscular with cybernetics slightly sticking out of her muscular body and wore the evolved Omnitrix on her chest. "**Ultimate Titanosaurus!**" roar the Ultim Vaxasaurian. She morph her hands into bio-gatling guns and start firing multiple missiles at Tyrannopede. She can't withstand it and she's getting pummel by U. Titanosaurus. Then she charge toward U. Titanosaurus but she grab her face and slam her against the ship. Tyrannopede broke free and blast a huge webbing at U. Titanosaurus, wrapping her up in a cocoon but suddenly U. Titanosaurus burst out of the cocoon, surprising Tyrannopede.

"You never actually fought an evolved Vaxasaurian, do you?" ask U. Titanosaurus. Then she grab Tyrannopede and completely lift her up, surprising Tyrannopede even more. She swung her down and ram her knee against Tyrannopede's back, knocking her down. She struggle to stand up. Khyber & Rook look up from their battle and saw U. Titanosaurus defeated Tyrannopede.

"Yes! Ultimate Titanosaurus! It's over, Khyber! There is no Predators that can match the might of the evolved Vaxasaurian!" grin Rook.

"Oh really?" Khyber let out another high-pitch whistle. Rook now know: Khyber _is_ the whistle. He jump and grab Khyber & slam him against the ground but Tyrannopede heard her owner's whistle so she release a red light and morph into a large Godzilla-like monster. She stood up high and grin at U. Titanosaurus.

"Um...Who are you suppose to be? **Gojira?**" ask U. Titanosaurus.

"Grrr... GRRRRYYYAAAAAA!" roar Gojira as she swung her tail and smack U. Titanosaurus down. Rook look up and gasped.

"Gwen, be careful! That's a Piscciss Predator! It's the only Predator whose powers matched U. Titanosaurus!" warn Rook before Khyber punched him away.

"Aw, man! When will she ran out of Predators?" whine U. Titanosaurus as she swung her fist forward, morph into a bio-gatling gun and start firing bones at Gojira but this time, she barely withstand the blasts then tackle her against the tail fin of Khyber's ship. They start doing Godzilla-style battle, bashing each other with their brute strength then Gojira ram U. Titanosaurus against the ship. "Argh! Is that all you got, you over-weighted tuna head?!" growl U. Titanosaurus. Gojira got wide-eyed and glare angrily.

"GRRRR! GRRRYAAAAA!" roar Gojira as her dorsal fins start glowing red then a cloud of energy emanated from the air then gathered into her mouth as she inhale deeply. U. Titanosaurus got wide-eyed and quickly slap the evolved Omnitrix, release a bright green light and morph into...

"**Nano-Mech!** Yike!" squeal the Human/Nano-Chips hybrid as she fly under Gojira as she belch a powerful energy wave, and she missed as the energy wave blasted through the rear end of Khyber's ship and completely destroy the engines. Rook grab the slime gunk off the Proto-Tool and slam it on Khyber's gills, to prevent him from whistling again then land a powerful uppercut, defeating Khyber. Nano-Mech buzz her way up then slap the Omnitrix symbol on her chest and morph into a Galvan.

"**Grey Matter!**" shout the Galvan and, using her super-intellect, she located a soft nerve point under Gojira's armpit and perform the nauro grip on her armpit.

"GYAAAA!" scream Gojira and she fell on the hole she made earlier and morph back into her original form and fell inside. Suddenly the engines release a chain reaction of explosion and the ship start falling down from the sky. Grey Matter morph back into Gwen and grab the ledge.

"Whooa! Come on, Omnitrix! Give me anyone with wings!" begged Gwen as she activate the Omnitrix and, wanting the AI choose it for her, she slam the core down and she morph into...

"**Battlefly!** Perfect choice!" smile the Monarchian, who wore the similar uniform as **XLR8** and wore the Omnitrix symbol on her green/white belt. She let go of the ship, flap her wings and fly into the hole. She grab Rook and flew out of the ship. The ship crash on the outskirt of Bellwood and exploded.

"The plan works!" smile Battlefly.

"Told you so." smirk Rook as they head back home.

* * *

In the wreckage of the starship, Khyber and his dog survived but are badly wounded. Khyber struggle to crawl out of the debris until two figures appear in front of him. One is a blue Cerebrocrustacean with red eyes and have one small pincer and the other is Gridsapien who's left eye was damaged, his left arm is a large tri-cannons made of Tachyon Cannon, Supreme Cannon & Justice Cannon, his right arm has the sword from Azmuth on the back of his arm and has an energy core on his palm, he has a long metal tail with two large blades on the tip & has two AA turrets on his back. They both glared at him.

"I cannot b-b-b-believe you got yourself defeated, Khyber!" complain Dr. Psychobos.

"I told you to never underestimate Gwen Tennyson! Some greatest hunter you are, you're lucky we still need you and that stupid mutt!" growl the rebuilt BioCore.

"Grrr..." groan Khyber.

"Get up so we can heal you and that mutt!" scoff BioCore as he grab Khyber's dog with his right hand. Dr. Pyschobos use his electrokinesis to levitate Khyber.

"Yes, and q-q-q-quickly." said the mutant Cerebrocrustacean as they left the scene.

* * *

**Axle- And finished. VenoTrap & Rockhead belongs to Btr100 & Gojira and SolarViper are my ideas. You can let go of me now, Kida.**

**Kida- Never! X3**

**Axle- Ughhh... By the way, BioCore can download data so he downloaded the data of the Digimon Games and got Omnimon's Superme Cannon & Imperialdramon FM's Justice Cannon. Fiction or not, he makes the weapon real by downloading data. Leave reviews.**

**Kida- MWAH!**

**Axle- EEK!**


	60. Have I Got A Deal For You

**Chapter 60: Have I Got A Deal For You**

**Axle- Let go.**

**Kida- Nope.**

**Axle- Now.**

**Kida- Nope!**

***My Mom enter the room and saw us***

**Axle's Mom- Oops! I didn't know you two are busy. Sorry.**

**Axle- Mom! It's not what you think!**

**Axle's Mom- Yeah, I know. She got you and won't let go. Hey, what's this?**

**Axle- My fanfic...**

**Axle's Mom- And you didn't invite me?! How rude! Let me butt in!**

***She grab a chair and sit next to us, and shove Kida aside, which send me crash my face on the floor***

**Axle's Mom- I have you know I am a skilled writer. That's why you're so talented. Sending new chapters with my own ideas!**

**Axle- Go ahead... Oh, and guys, I forgot to mention that ArcAttack belongs to Jakevoronkov1 and Savagewolf is my own Predator ideas.**

* * *

In Undertown, there was an explosion in the market. An explosion erupted again and Gwen went flying and crash against the tents. She stood up and glare at the attacker, who was actually **Sunder**.

"Hand over the Omnitrix so we can end this useless fight." scoff Sunder.

"Well, since you ask so politely, I'll give it to you." smile Gwen as she stood up and wait for Sunder to come closer. Then she slam the Omnitrix core and morph into...

"**FrillShock!**" roar the Thunderain as she blasted Sunder with her electrical blasts. Sunder shot up and swung his double-bladed axe at FrillShock but she caught it. "Do you actually think I can give it to you? Well, you thought wrong!" grin FrillShock as she slam Sunder overhead and blast him with a focused lightning beam, knocking him out cold. After Rook pick up Sunder and left to take him into prison, FrillShock morph back into Gwen and heard a man shouting her name.

"You there. Miss Gwen 10! Yes, you!" shout the alien and she turn around & saw a green-skin alien with orange moustache and wore a business suit & a top hat.

"Who, me?" ask Gwen.

"That's right! I am **Professor Blarney T. Hokestar** and I offer you my new product called 'Prof. Blarney T. Hokestar's Miracle Elixir, that will prevent that rundown feeling when you go from beast to woman!" smile Prof. Hokestar.

"Uh...no thanks. I don't have that 'rundown feeling' when I morph back from my alien form." said Gwen.

"I understand but tell you what; are you a big fan of _Galaxy X_?" ask Prof. Hokestar as he show a CD of a rock band.

"YES! They are the coolest, baddest band ever! They even made my husband jealous that he had to stay next to me for a month!" squeal Gwen as she grab the CD.

"I'll give it to you for free _if_ you will act as spokes person for my new products." said Prof. Hokestar.

"YES! YES!" squeal Gwen then she felt lightheaded. "Uh...remember that rundown feeling you mention? I feel it now..." moan Gwen. Prof. Hokestar gave her the elixir and she drank it. Suddenly the feeling she had is gone.

"Wow! That works fast!" said Gwen. "Deal!"

"Excellent! Be here tomorrow at 10." smile Prof. Hokestar as he walk away. She begin to walk her way back home. As she walk across the town, she look at the stores; a Pyronite is selling molten rocks for those who need it for BBQ, spa, etc. A young Kineceleran run up to her mom and told her that she got a bloody nose then she complain that she insist that she cook it now. A female Conductoid was buying a battery but, since she saw the price is too high, she put it back then walk away. A human thug stole the Conductoid's purse but a black Orishan smack him with his fist and hand the purse to the Conductoid woman. She sigh in love as she thank him for returning her purse. Gwen raise one eyebrow as she watch the Conductoid and the Orishan walk together in the market.

"Water and Lightning... What an odd couple." mutter Gwen. She look up and saw the Nosedeenians playing tag across the power cables then decide to make fun of humans by doing the Atomic Wedgies. Gwen shook her head as she chuckle that the Mega-Watts never changed. She look to her right and saw a Talpaedan & a Tetramand are arm wrestling with several aliens & humans cheering them on as well as two beautiful Plantosapiens. They were evenly matched until a Splixian hold out a fistful of moneys and shook in front of the Tetramand, distracting him and the Talpaedan won.

"Heh, that's so like _Martin_." chuckle Gwen. She look ahead and saw a Appolplexian was flirting the Felinians & the Felinsapiens girls until a Skunkian girl arrive and hugged the Appoplexian. They all scream and ran away except the Appolplexian, who start arguing with the Skunkian, Rath style. Gwen start laughing quietly and continue walking down the market until someone step in front of her. It was a Florauna, wearing a glasses, a fuzzy vest and a inner T-shirt. He wore the Peace sign on his neck. Unlike Wildvine, he had dreadlocks.

"Gwen 10! Man, I'm so glad to see you here, dude!" exclaim the Florauna.

"Uh...who are you?" ask Gwen.

"My name is **Pax** and I'm from the Alien Rights Activist!" said Pax.

"A.R.A.? Please tell me you're not going against me of the idea of co-existing on Earth?" moan Gwen.

"No, you're cool, Gwen. Do you know about Prof. Hokestar?" ask Pax.

"Yeah, he gave me this awesome Galaxy X CD & he made a pretty good elixir." answer Gwen.

"That swine! Did he even told you how did he made his products?" ask Pax.

"Uh...no?" ask Gwen.

"That scum bucket slime ball is using an endanger species known as the **Screegit** for his own benefit! We need to stop him!" explain Pax.

"Wait, he used a Screegit, who become an endangered species, to make that product? I don't know... Are you sure?" ask Gwen.

"We should sneak into his ship and prove it that I'm right." suggest Pax.

"Okay." nodded Gwen. They went back to Prof. Hokestar's place, where he parked his ship. Gwen activate her Omnitrix, rotate the holographic ring, selected an icon and slam the core down. The Omnitrix release a pulsing green light across her body. Her clothes morph into the same uniform as the original Gwen's Anodite form (minus the mask) but with the Omnitrix symbol on her chest and her skin turn green.

"**Shifter!**" shout the White Martian then she shape-shift into a Arachnichimp and pass her arm through the port hole then, after a few seconds, unlocked the door. She morph back to her normal form and they went inside.

"C'mon, we got to find the Screegit." said Pax.

"If he does have the Screegit." said Shifter. They search around the ship but no luck so far then Shifter found a glass orb and inside it is a cute little alien with round body and four stubby little legs.

"Ooooh, who is this cute little guy?" ask Shifter as she coo at the little alien.

"That's him! The Screegit!" exclaim Pax. Shifter look up and saw the devices.

"These looks like they're for milking..." wonder Shifter then the device was active, plugged itself into the glass and several plugs stab the Screegit. Strange liquids was drained from the Screegit as he sigh softly.

"Huh, just like cows. So that's how he made the products. No wonder they tasted like the power boost milk." said Shifter.

"You see, that villain is mistreating the Screegit! You must free this innocent alien and stop that perpetrator!" said Pax. Then Prof. Hokestar enter the ship and saw them inside the ship.

"Hey! What are you doing-EEP!" yelped Prof. Hokestar as he accidentally pull the trigger and fire his weapon, blasting Pax's top half off.

"Whoa! Are you crazy?!" snapped Shifter.

"I-I'm sorry! I panicked! I didn't mean to kill him!" stutter Prof. Hokestar as he drop his weapon. Then Pax regenerated and frown at Hokestar.

"You swine! How dare you hold an endangered Screegit for your evil way!?" ask Pax.

"Evil way? What are you talking about? I wasn't hurting him or anything, I was taking care of this poor little fella because his milk has the ability to heal the stamina or remove headaches in the instant, plus the cage was for his own safety and he must be milked on a regular basis, like these cows on your planet, Gwen." explain Prof. Hokestar. Shifter turn her head over her shoulder and notice the Screegit looks pretty happy, more like a pet then a hostage.

"Lies! You are holding him hostage!" shout Pax.

"Such manner! You A.R.A. are crazy!" argue Prof. Hokestar. They continue arguing over the Screegit. Shifter become annoyed and had enough that she slap her Omnitrix symbol and morph into...

"**ArcAttack!**" shout the alien and grab the Screegit, making Pax and Prof. Hokestar stop arguing. "If you guys don't get over this, I will take the Screegit into custody until you two resolved your problems. All right!?" ask ArcAttack.

"Put him down!" panicked Prof. Hokestar as he ran toward ArcAttack but Pax yank him back and try to grab Screegit.

"Free him, Gwen!" shout Pax. ArcAttack quickly jump away from Prof. Hokestar & Pax but then she got tackled by **Solid Plugg**. He try to steal the Screegit from ArcAttack but she jump away from him then she start amping up her back.

"Time to ROCK 'N ROLL!" shout ArcAttack as she unleashed a powerful electrical blasts with a electrical guitar strum and electricuted everyone. Pax & Prof. Hokestar fainted by the shocks but Solid Plugg remain standing, like he didn't felt it.

"Heh heh heh. Nice try." grin Solid Plugg. ArcAttack clapped her hands and let out a powerful electric sonic claps with a drum sound and blasted Solid Plugg but he still moving and try to tackle ArcAttack but she amped up her powers and grabbed Solid Plugg with her electrokinesis, with a continuous electric guitar strums then manipulated the cables and stab it on Solid Plugg and left him hanging.

"Hang around." smirk ArcAttack as she ran out of the ship then she morph into...

"**Battlefly!**" shout the Monarchian as she fly her way up and exit out of Undertown. As she fly through the sky of Bellwood, she make a report to Rook via her comm link. "Rook, you will never believe what just happen." said Battlefly.

"_What, Magister_?" ask Rook.

"Well, you see..." As Battlefly explain everything to Rook, she failed to notice a crack on Screegat's cage. The Earth's oxygen enter through the cracks and the Screegit yawn as he curl up into a ball then start expanding. He grew larger until the cage begin to crack greatly then release a bright light that blinded Battlefly, forcing her to let go of the cage & fell down into the street. "Oh, crud!" exclaim Battlefly.

"_What happen?_" ask Rook.

"I'll get back to you, Rook." said Battlefly as she dart her way down and found Screegit but he mutated into a giant monster with two extra arms and a crazed grin. He start rampaging through Bellwood street and destroy some of the streets with his acid drools. Battlefly got surprised of his appearance.

"What the heck?! What happen to the cute, cuddly Screegit!?" ask Battlefly as she land on the ground and morph back into Gwen. Then Pax arrive.

"Yes! Be free, Screegit! Be free!" shout Pax.

"What the heck happen to him?" ask Gwen.

"Oh, the Screegit just enter its frenzy state. They only behave that way when they're exposed to nitrogen, such as the nitrogen in the Earth's atmosphere.

"WHAT?! WHY DIDN'T YOU TOLD ME THAT?!" snapped Gwen in such rage.

"Whoa! Calm down, Gwen 10." said Pax, who become afraid of her rage.

"CALM DOWN?!" growl Gwen, getting the same rage as Ultimo's. "LET ME TELL YOU SOMETHING, I WILL TAKE THAT SCREEGIT DOWN, THE HARD WAY!" She dials her Omnitrix and selected her form then slap the core down. She release a bright light and morph into...

"**SWAMPFIRE!**" roar the Methanosapien then she slap her Omnitrix symbol. It grew four spikes then release an energy pulse across her body, becoming a tree-like Methanosapien with blue goo orbs on her body, face and breasts. "**ULTIMATE SWAMPFIRE!**" roar the Ultim Methanosapien. She ram her fists into the ground and summons powerful vines that entangled the Screegit and force him down. Then she start throwing her fire bombs at the Screegit but it hardly hurt him and his drools burn through the vines & he broke free. U. Swampfire got down winded and exhausted that her evolved Omnitrix symbol start beeping and morph back into Swampfire then into Gwen. She drop on her knees and start panting.

"I...I can't take...take it...My anger...wear me down..." panted Gwen then she remember what Prof. Hoxestar said: _"You should drink my new Miracle Elixir, which will prevent that rundown feeling when you go from beast to woman."_

"Of course...That's why he makes them... He knew my rage will give me a rundown in my Ultimate state... I need that Elixir..." She reach for her pockets and pull out the small sample she receive from Prof. Hokestar so she can show it to her husband. She drank it then she got fully healed, mentally. "Better! That Screegit has some special gift. It's Hero Time!" smile Gwen as she dial her Omnitrix again and slam the core, morphing into...

"**Unitaur!**" shout Unitaur, who now wear Gwen's shirt, minus the cat icon and vest, and wore the Omnitrix symbol on her waist. She look at Pax. "Ride on my back, Pax. We need to catch up with the Screegit before he destroy Bellwood, accidentally." said Unitaur.

"U-Uh...okay, dude. But this is very awkward." said Pax as he ride on Unitaur. She gallop her way across the street, jumping over cars and debris as they race toward the Screegit as he smash through the city then he destroyed the bridge of the metro train. Arriving at the scene was Prof. Hokestar and Solid Plugg.

"Oh no! No no no no! We must contain the Screegit!" panicked Prof. Hokestar as he and Solid Plugg chase after them on a rented scooter. Unitaur stop in her track and saw the broken bridge then saw the incoming train.

"Oh no! I must save the train! Time to become **Way Big**!" shout Unitaur as she slap her Omnitrix symbol and morph into...

"**Buzz Shock!** What?! No, I want Way Big!" complain the Nosedeenain as she slap the Omnitrix symbol on her chest, releasing a green light.

"**Grey Matter?** Stop joking around!" scowl the Galvan as she slap the symbol on her back, releasing another light.

"**Nano-Mech?!** You're pissing me off!" shout the Human/Nano-Chip Hybrid as she slap the Omnitrix symbol on her eye and morph into...

"**Bloxx!** Okay, I can work with this..." said Bloxx as she extended her arms, grab the both edge of the broken bridge and construct her body into a bridge. *_This is going to hurt!_* thought Bloxx as she start sweating. The train run across her back as she screamed.

"YYEEEEEEOOOOOOOOWWWWWW!" After the train reached to the other track, she revert back to her humanoid state and rubbed her back, which got train skid marks on her back. "My back..." whimper Bloxx. Then Prof. Hokestar arrive at the scene.

"Oh! You became a Segmentasapien!" said Prof. Hokestar.

"Huh? That's her species' name?" ask Bloxx.

"Yes, we may have the chance to stop the Screegit without hurting him." said Prof. Hokestar.

"How?" ask Bloxx.

"Since you have the ability to switch forms, you need to stop the Screegit in his track then use the Segmentasapien form to contain him and prevent the nitrogen from being absorbed into his body while I suck every last of the nitrogen out of his body with this device." explain Prof. Hokestar as he show his vacuum-like device strapped on his back.

"Okay. Time to use three aliens in one combo!" smile Bloxx as she slap the symbol and morph into...

"**Blossom Rose!**" shout the Plantosapien as she thrust her hands up and summons large vines and wrapped around the Screegit. Like before, his drools begin to burn through the plants but Blossom Rose jump up and morph into...

"**Frostblight!**" shout the alien as she focus her gaze at the Screegit and he got frozen solid in the instant. However, he's melting his way out with his drools so Frostblight fly toward him, morph back into Bloxx and construct her whole body into a huge dome around the Screegit.

"Got it! Now's your chance!" shout Bloxx. Prof. Hokestar stab his device against Bloxx's dome-like body and begin to suck all the nitrogen from the inside and from the Screegit. Then he gave the signal to Bloxx and she release the Screegit, who reverted back to his normal self & Prof. Hokestar seal him in a new cage.

"Yes! We did it!" cheered Prof. Hokestar.

"NO! Gwen, how could you?!" exclaim Pax. Bloxx morph back into Gwen and grab the Screegit as the Plumbers arrive with Rook.

"I did it to save the city, and to save the Screegit." answer Gwen. Rook step forward and show his Plumber Badge.

"Pax, you are under arrest for the rampage of the Screegit and Solid Plugg, for breaking and entering the supply house." said Rook as the Plumbers arrested Pax and Solid Plugg.

"Oh, sure, arrest me. But the Screegit deserve a freedom! Free the Screegit!" shout Pax as they took him away.

"What about the Screegit?" ask Prof. Hokestar.

"We are going to preserve the Screegit and he'll be safe with us. Sorry." shrugged Gwen.

"It's okay. I'll just find some other way to make money. Hey, I heard they have a help wanted in one of the Mr. Smoothy's restaruant. Guess I should go there. See ya later, Gwen 10." smile Prof. Hokestar.

"See ya, Prof. Hokestar." smile Gwen.

"Please, call me 'Blarney." smile Blarney as he left.

"Hey! Wait for me!" shout Solid Plugg as he try to escape and 20 Plumbers, including Rook, Magister Verdona, Tetrax, Seven-Seven & Su'Flow, try to restrain him but, for a little guy, he's very strong!

* * *

**Axle's Mom- Done.**

**Axle- Wow! I'm impressed!**

**Kida- Cool!**

***I broke free and tip-toe out of my room***

**Axle's Mom- Kida, fetch my son.**

**Kida- Huh? Hey, come back!**

**Axle- NO!**

**Axle's Mom- Yay! All for me! X3**


	61. Outbreak

**Chapter 61: Outbreak**

**Axle's Mom- This is fun! I get to write several chapters now, at least one or two.**

**Axle- AAAAHHH!**

**Gwen- Quiet! I'm watching _Beauty and the Beast_, where a beautiful human fell in love with a Loboan.**

**Jen- I love that one!**

**Kida- Oooh! That's my favorite!**

**Axle- Phew, she gave up. Mom, it's my-**

**Axle's Mom- Ah! Ah! Not now! I'm writin' here, y'all!**

* * *

Somewhere on Earth, in Dr. Psychobos' lair, where the greatest *cough* self-proclaimed *cough* scientist in the galaxy gather the diabolical Gridsapien who fought Gwen 10 and the Hunter Arian. After Khyber and his dog got healed, something went wrong with the Nemetrix as it release a crackling sparks of electricity and she morph into Felinain/Felinsapien Predator without Khyber's whistle command then she morph into a Lepidopterran Predator then into Talpaedan Predator and then the Methanosapien Predator.

"Heel, boy! Heel!" order Khyber.

"The dog is a female, Khyber! Why didn't you notice that before?!" argue BioCore as he and Dr. Pyschobos try to build a part to stabilize the Nemetrix. Then the dog transform into a Crushhopper Predator then morph into a Vaxasaurian Predator then morph back into a Lepidopterran Predator.

"Control yourself!" shout Khyber then he start whistling but she didn't obey as she now morph into a Sonorosian Predator and start smashing around the lab.

"S-S-Stop that m-mutt, Khyber! And I use the term swiftly." said Dr. Pyschobos.

"What's it look like I'm doing?" ask Khyber bitterly. Then the dog morph into a large Cybertronain dragon. She start roaring then converted into a robot form.

"RAAAAAHH! Gah...Khyber...Just like that Gridsapien said...I am female, so stop calling me _he_, _boy_ or anything that describe male. Just let me get Gwen Tennyson for making a mockery of me!" growl the Cybertronain Predator, known as Predacon.

"If you haven't notice anything, old friend, the Nemetrix got malefunction and you are morphing into different Predators at random. Just try not to break everything." answer Khyber, taking no care of her behavoir.

"Fine... Hey, Crab Brain! Did you built a new part?" ask the Predacon.

"W-Watch your mouth, Anubian Baskurr! No one insult the great Dr. Psychobos!" shout Dr. Psychobos.

"To answer your question, we can't built a new part for the Nemetrix." answer BioCore.

"You two built this so you can built a new part. If you can't then what option we have?" ask the Predacon bitterly.

"The only s-s-suitable p-part to fix the device lies within G-Gwen Tennyson's Omnitrix. And I use the term swiftly." said Dr. Psyhcobos.

"Great..." moan the Predacon then she morph into a Plantosapien Predator, an ant-mantis-like monster who was called **Leafcutter**.

"Let me get Gwen Tennyson." said Khyber as he pull his sword out.

"No. You failed to c-c-contain her, p-p-plus you can't defeat her without that s-s-stupid mutt's help!" denied the mutant Cerebrocrustacean.

"KRRRRRIIII!" roar Leafcutter in rage, as she felt insulted.

"Grrr..." growl Khyber.

"I'll go and get that p-p-part." said Dr. Psychobos as he left. BioCore start snickering.

"What's so funny, Gridsapien?" ask Khyber angrily.

"If it was up to me, I'll obtain that part easily while Gwen 10 wet her pants when she lay an eye on me, the Gridsapien she thought she had killed 11 years ago." grin BioCore. Khyber and Leafcutter remain staring at him then Leafcutter morph into a Piscciss Predator. **(Axle's Mom's A/N: The reason my son didn't put Piscciss Volann in Gojira's species' name, it's because Gojira eats Ripjaws' species and Kraab's species)**

* * *

In the training room of Plumber HQ, Gwen 10 and Rook Blanko face each other on the opposite side of the training room while Max, Verdona & the Plumbers watching the scene.

"Okay, Rook. Let's do this!" grin Gwen.

"Please do not hold back, Magister Gwen." said Rook as he armed his Proto-Tool.

"Let's go with something easy." smile Gwen as she activate her Omnitrix, rotate the ring until she selected an icon of a bat-like alien. The Omnitrix core pop up and she slam it down, releasing a green light.

Her arm become covered in brown fur then the rest of her body. Her ears stretched and become large, pointed ears, her mouth turn into a short muzzle with large nostrils and grew fangs. Her back grew two pair of wings then she got suited up in midnight blue/blue ninja _gi_ with the Omnitrix symbol on her right shoulder.

"**Kung Fang!**" shout the Yaijusapien then the Omnitrix created two katana for Kung Fang. She spun them once then drop in defense. "Prepare yourself." said Kung Fang in a deep, feminine tone.

"As you wish, Magister." smile Rook as he convert his Proto-Tool into Sword Mode. They remain in their defense stance for awhile as they gaze at each other then, without hesitation, they dart toward and clashed their swords against each other, releasing sparks. Kung Fang then swung her second sword at Rook but he evade it and sweep kick Kung Fang off her feet. She recover by flapping her wings to break the fall and let out a sonic shrill. Rook protect his ears and crouch down to withstand the sonic attack. Once she stop shrilling, Rook open fire with his Proto-Tool: Gun Mode and Kung Fang got surprised as she struggle to block all laser fires with her swords. She put her swords away and pull out a kunai dagger attached to a long chain. She spun it then toss the dagger at Rook, lasso him then slam him against the wall. Rook grunt in pain then Kung Fang slam Rook against the other wall then she yank him toward her, only to have Rook land a side kick against her face, knocking her backward. She spring back on her feet then she swing her chain at Rook but Rook caught it with his Proto-Tool: Staff Mode then slam Kung Fang against the floor. She stood up and made a grin under her mask.

"Nice one, Rook. Time to rock 'n ROLL!" shout Kung Fang as she release a bright green light and morph into a Hedgesapien.

"**Needle Mouse!**" shout the Hedgesapien as she curl up into a ball and spin dash toward Rook. Rook pole vault over Needle Mouse and she crash against the wall. She stood up, pull one of her quill out and it grew into a staff. She spun it as she turn around and face Rook.

"You learn new skills, Magister." smile Rook as he spun his Proto-Tool.

"Yep. Now...defend yourself!" shout Needle Mouse as she thrust her head down and fire a series of quills. Rook quickly spun his Proto-Tool and block all of the quills then look up and saw Needle Mouse leaping toward him with her staff. Rook guard up and block it then the duo continue clashing each other, on and on and on until Rook swung his staff and its energy blade slice Needle Mouse's staff in two. Needle Mouse leap back and curl up into a spin ball. She start accelerate her rotation until she reach to high speed then rocket toward Rook. Rook took a deep breath and wait for Needle Mouse to come within range. Then he evade by jumping over her, switch his Proto-Tool to Grapple Mode, fire the tow cable, lash on Needle Mouse then stand his ground as he struggle to hold the Proto-Tool down. The tow cable slowly reduce Needle Mouse's speed until she finally got yank backward, rocket over Rook and crash against the wall. She slide down on her back and morph back into Gwen. She stood up, crack her back then her neck and gaze at Rook.

"Well done, Rook. You defeated me by using my velocity against me. I'm impressed." smile Gwen.

"T-Thank you, Magister Gwen." said Rook as he was pleased that he impressed Gwen of his abilities.

"C'mon, let's take a break." smile Gwen as she exit the training room. Rook follow her as well.

"Wow, no one actually defeated Gwen except Ben & Kevin." mutter Su'Flow.

"The kid got skills." smile Max. As they head to the mess hall, suddenly they got blasted by a purple lightning bolts and they got knock backward. The duo recovered and look up. It was Dr. Psychobos.

"Hey, a disfigured Brainstorm." said Gwen.

"I am Dr. Psychobos, the g-g-greatest scientist in the galaxy! And I use the term swiftly." burst the mutant Cerebrocrutecean.

"Um...Sorry to burst your bubble but Azmuth was known as the brilliant First Thinker of the 4 or 5 galaxies." said Gwen.

"Wow..." said Rook in awe.

"LIAR!" snapped Dr. Psychobos then he summons a horde of mechanical snake-like robots. Gwen & Rook defend themselves from the robots. Gwen grab the snake robot's head and snapped it off while Rook slice them with his Proto-Tool. While they were distracted, Dr. Psychobos grab Gwen's Omnitrix and remove the part he was looking for. "Thank you, Gwen T-T-Tennyson. I have what I need so I'll t-take my leaves." said the mad doctor as he try to escape.

"Oh, no you don't!" shout Gwen as she activate the Omnitrix and slam the core down. Suddenly the Omnitrix release a burst of electrical light and fire a Codon energy bolt at Rook.

"GAAAH!" scream Rook.

"ROOK!" panicked Gwen. Rook got engulfed in bright green light and morph into a...a Half-Monarchian. "Rook?!" ask Gwen, surprised of his transformation.

"Huh? I...become a Monarchian?" wonder Rook as he look at his hands. "AH! Where's the mad doctor?" ask Rook. They look around and learn that he escaped.

* * *

At the lab, the Galvan brothers, Blukic and Driba wear the suits to protect themselves from the Codon energy and examine Gwen's Omnitrix, which she place her left forearm inside a capsule made of lead that prevent the Codon radiation from getting out.

"Well, what cause the Omnitrix to, instead of transforming me, end up turning Rook into a Battlefly Hybrid?" ask Gwen.

"It's seems that Dr. Psychobos stole an important part of the Omnitrix." answer Driba.

"That part is needed to stabilized the Omnitrix." said Blukic.

"Well, fix it!" shout Gwen.

"Keep your pants on." scoff Driba as he and his brother get to work. They start fixing the Omnitrix but then suddenly, the Omnitrix release a bright green light and bathed Gwen. She release a blast of light and blinded everyone. As they regain their vision, they got surprised.

"Uh...Gwen, you turn into...a Walkatrout." said Rook.

"WHAT?!" snapped **Walkatrout**, who wear the green collar with the Omnitrix symbol on it. "This alien is completely useless!" shout Walkatrout. Rook pick her up and the Omnitrix start beeping. A bright light blinded them again and once it faded, Gwen is in Rook's arms. She look at herself then look at Rook.

"Let go." order Gwen. Rook drop her and she land on her butt. "OW!" yelped Gwen.

"Ha ha ha ha! Muscle Butt." laugh Blukic and Driba.

"What did you call me?!" growl Gwen.

"Well, you did hit the Stair Master extra hard before." explain Rook.

"Shut up! Try again!" order Gwen as she put her left forearm in the capsule again. They resume their works but it still malfunction.

"Things can't get worse, right?" ask Rook.

"DON'T SAY THAT!" shout Gwen then suddenly the Omnitrix gave off an electrical explosion. The Codon energy travel down like a living energy, making its way to the prison cells of Psyphon and his goons. Liam was lifting weights then he got zapped by the escaped Codon energy bolt, causing his body to enlarge and replace his feathers with lizard-like scales & his foot become a flat foot with three toes. Fistina heard Liam's cry then saw the Codon energy bolt entering her cell. She try to run away but she got zapped and she become covered in red energy stripes. Psyphon heard an electrical crackling and got zapped by the Codon energy bolt. He look at his hand and make fist, causing his hand to ignite in flames.

"Yes...Such powers!" grin Psyphon. Bubble Helmet saw the Codon energy bolt entering his room then zaps him, causing his worm-like body enlarged and morph into a Half-Thunderian Hybrid.

"Whoa! What just happen?!" ask Bubble Helmet then suddenly his cell exploded and entering his room was Psyphon as a Pyronite Hybrid, Fistina as a Galvanic Mechamorph Hybrid and Liam as a Vaxasaurian Hybrid.

"It's time for some payback." grin Pysphon. The alarms sound off and many Plumbers arrive to stop the escapees but, thanks to their transfigurations, they easily overpowered the Plumbers. They tried to restrain Liam but his massive size and strength was too much and he toss them away. Bubble Helmet discharge a powerful electro cannon from his mouth and electricuted the Plumbers & the human Plumbers fainted, due of their bodies contain 75% of water. The others failed to stop Fistina as she merged with two Plumbers' weapons, upgraded it and blast them away while Psyphon blast them with his heat ray. Then came the Sotoreggian Triplets, Cooper and Julie, blocking their path.

"Stand down, Psyphon!" order Cooper as he aim his pulse rifle.

"Ship! Merge with Mommy!" order Julie then her backpack jump off and morph into a short Galvanic Mechamorph, who is as tall as Ben when he was 16, though he act like a 12-year-old.

"Okay, Mommy!" smile Ship as he merged with Julie then she gain the Mechamorph armor and coverted her arms into missile launchers. Six-Six and Seven-Seven converted their arms into rapid-fire cannons while Eight-Eight wield her energy pistols.

"Heh, we got no time for you Plumbers. Retreat to the Power Core." order Psyphon as he launch a huge fireball as a distraction while his goons retreated. Eight-Eight throw a grenade and created an energy field, withstanding the fireball then they gave chase.

Back in the lab, Blukic and Driba continue to fix the Omnitrix but it release a bright light and Gwen morph into a Anubian Bakurr.

"Hey, you became Khyber's dog." said Rook.

"Oh, I'm thrill... But this Dino Mutt's useless! And I thought I can't use non-sapient form!?" snapped **Dinomutt**.

"But she did pound you down when you're Tigra." add Rook.

"Just calm down. We'll fix you up." said Bulkic as they jump down and examine the Omnitrix on Dinomutt's collar. She release a bright light and she morph into...

"Now you're a Xenocyte." laugh Rook.

"Stop laughing or I'll turn you into an DNAlien..." growl **GwenXenocyte**.

"Let's try again..." said Driba as they try again on the Omnitrix that was on her head. She release a bright light and morph into a small fairy-like alien with midnight blue dress.

"I won't say it. Promise." said Rook.

"ARGH! Even this Pesky Dust is useless!" snapped **Pesky Dust**.

"Again." moan Driba as they try again then she morph into...

"A female version of Serpent?" ask Verdona as she enter the room.

"EEK! Why him?! Why Ssserpent!? I hate thissss form!" snapped the original Snakepit. **(Axle's Mom's A/N: I think the Snakepit that Ken hate was actually Ssserpent's form, since Ssserpent is weak)**

"_Gwen, Rook! We got problems!_" shout Max over the P.A.

"What is it, Magister Tennyson?" ask Rook.

"_Psyphon and his gangs got mutated by the explosion eariler and escaped. They retreated to the Power Core and activated the Null Void Generator to overload!_" explain Max.

"WHAT?!" gasped Rook & **GwenSerpent**.

"That will suck the whole Bellwood!" exclaim Verdona.

"I'll go ahead and stop them. You two keep fixing Gwen's Omnitrix while we get there." said Verdona as she flew ahead, with Rook following as he got use of his new flying ability. They arrive at the room where The Sotoreggian triplets, Cooper, Julie & Ship were battling the villains. Rook assist by spinning his arms in rotation, generating a tornado that blew them back and Verdona toss several mana bolts at them. But still, they are too strong. GwenSerpent try to fight but she got easily defeated and Liam grab her and slam her against the wall. She recover and grab the switch for the power core and shut it off.

"Pssssyphon, the power core isss turn off. You ssstand down and sssurrounder." said GwenSerpent.

"Fool, that's what we wanted." grin Psyphon then the Null Void burst open and many villains, such as Zombozo and the Circus Freak, Vulkanus, Albedo, Sunny, Fistrick, Sunder, the Holloween Trio & Dr. Animo, escaped. They rampaged out of the HQ and Dr. Animo, who found an massive yeti prisoner, possesses him then use his new body to grab a container that have the body pieces of Vilgax, who got killed by Ultimo 11 years ago, and fled with the others.

"Oh, you ssssnake!" hiss GwenSerpent.

"Look who's calling snake!" grin Liam as he punch GwenSerpent against the wall then hammer toss her to Fistina, who fire her fists, upgraded into large spiked fists and bash her against the ground then Bubble Helmet pick her up and gave her an electro discharge, shocking her and left her numb. Then Psyphon punch GwenSerpent several times then he punched her with a flaming thrust punch and she crash against the wall, denting it and she got defeated as she can't move.

"You lost, Gwen 10." grin Psyphon.

"Uuuhh..." moan GwenSerpent. The Plumbers jump in and attack them but still they overpower them. GwenSerpent came to and look up. Since they transform into her alien forms, then they must have their weakness.

"Guyssss, I know their weaknesssss!" shout GwenSerpent.

"Tell us!" shout Cooper.

"Water put out fire, acid burn metal, rubber are immune to lightning and dinosssaur hate cold!" shout GwenSerpent.

"I get it! Eight-Eight, blast Psyphon with your water grenade, Julie, take this freeze gun and upgrade it to freeze Liam, Rook, use the rubber sheets and wrap it around Bubble Helmet while I spray this can of acid to Fistina." order Cooper. They obliged and the plan worked; Eight-Eight and her brothers toss many water grenades, which release a huge blast of ice-cold water and put out Psyphon's flame, Julie and Ship merged with the freeze gun and Ship upgraded it into freeze cannon and blast Liam, making him numb and weak, Rook fly around Bubble Helmet and wrap the rubber sheets on him, removing his lightning power while Cooper dumb a can of acid at Fistina and she start screaming in pain as her body start burning.

"Now, Verdona!" shout Cooper.

"Yipper!" chimed Verdona as she splash Bubble Helmet with sticky pond of goop, leaving him immobile then Blukic & Driba activate the magnetic field, disrupting her after Julie retreated.

"All right!" cheered Eight-Eight.

"Well done." nod Seven-Seven. Then the Galvan brothers went to GwenSerpent with a spare part.

"This time, it will fix it since we manage to built a replacement part." said Driba. They got to work and fix the Omnitrix at last then it release another electrical explosion. The Codon energy bolts scatter and zapped Rook, Psyphon, Liam, Bubble Helmet and Fistina back to normal.

"It worked!" exclaim Rook.

"NO!" shout Psyphon as he saw he lost his Pyronite powers. Bubble Helmet and Fistina are still trapped, though.

"*Chicken sounds* Uh-oh..." cluck Liam.

"Uh-oh?" grin GwenSerpent as she morph back into Gwen. "You got that one right, Liam!" Gwen activate her Omnitrix and slam the core down.

Her arms become covered in blue fur, then her face has white fur and gain black stripes with orange long hair. She gain a green Proto-Tech Armor and a Proto-Tool with the Omnitrix symbol. She strike a pose as her transformation is finished.

"Whoa..." gasped Cooper and Julie.

"Pretty!" chimed Ship.

"That's incredible!" gasped Rook.

"Cool! I scanned Rook's DNA! Awesome! Maybe I'll call her **GwenRook** until I think a better name." smile the female Revonnahgander. "C'mon, Chicken Little, let's dance!" grin GwenRook as she pull out her Proto-Tool and morph it into Staff Mode. Liam try to attack her but she is too agile and fast that she dance around him then perform a lightning-fast combo with her staff, bashing him, sweep him off his feet, send him up high, then round house kicked him into the wall, defeating him.

"Too easy!' grin GwenRook as she morph back into Gwen. The Plumbers manage to arrested all but Psyphon, who ran off like a coward and took them back in their cells.

"Now we have to round up the escapees but first, some lunch!" smile Gwen. "Tag, you're it!" said Gwen as she tap Rook and took a head start. Rook follow her with Cooper & Julie as they run down the hallway.

* * *

Back at Dr. Psychobos' lair, the mad doctor finished fixing the Nemetrix and arrive at the room where BioCore, Khyber and his dog, who remain in her Crabdozer form, are waiting.

"I finished it." grin Dr. Psychobos.

"You should've killed Gwen 10 when you had the chance!" snarl BioCore.

"No, Azmuth is our true enemy!" said Dr. Psychobos.

"Bah! You think an old Galvan will be a threat to _me_, BioCore, the Gridsapien who harness his precious sword, the weapon of untold destruction and the most fictional weapons of all?!" snapped BioCore. "Gwen 10 is a bigger threat then Azmuth 'cause she has two powerful transformation. I manage to destroy one before she almost killed me and now she has only one left. That's why I captured and killed this blackhole creature from the Forge of Destruction." explain BioCore as he show a massive non-sapient creature who has a body of a black hole. BioCore show a hand gesture, commanding Khyber to get the DNA sample. Khyber did as he order then give it to BioCore. He snatch the Nemetrix away from Dr. Psychobos.

"Hey! Give that b-b-back! I created-"

"And I gave you the blueprint! I did this so Khyber can kill Gwen Tennyson and I will obtain the Omnitrix as my prize and Khyber will have Gwen as his trophy." scowl BioCore as he install the sample and transfer the DNA into the Nemetrix. Then he place it on Crabdozer's collar. She then release a red light and morph back into her original form.

"Perfect. While Crab Head was fixing it, I had a new function called the Master Control. Just like Gwen, this ability will allow this poor-excuse-and-mere-tool mutt to transform at will without that whistle and can switch forms at her own command!" grin BioCore.

"Impressive. He, I mean, _She_ will now become unstoppable." grin Khyber. His dog glare at Khyber as they start laughing evilly.

*_Once I kill Gwen, I'm going to kill you next, Khyber. No way am I going to be treated as a tool for your stupid game._* she growl.

* * *

**Axle's Mom- Finished!**

**Axle- Now can I use my computer.**

**Axle's Mom- Sorry, honey. But Kida has a date with you. :D**

**Kida- _Mon amor!_**

**Axle- NO! *I ran***

**Axle's Mom- Leave some reviews, ya hear?**


	62. Many Happy Returns

**Chapter 62: Many Happy Returns**

**Axle- So, I manage to wipe Kida's memory and she's back to normal.**

**Kida- Hey, Axle? Why do I have strawberry mint in my mouth?**

**Axle- Maybe you were eating breath mints?**

**Kida- Maybe. Send the chapters please.**

**Axle- Guess who's coming home!**

**Axle's Mom- I gotta check my cookies.**

* * *

In the middle of the night, a building was engulfed in a raging fire. The firefighters arrive quickly and begin to put out the fire while the rescue teams enter the blazing building and start rescuing peoples. They manage to rescues several people but one man rush toward the firefighter chief.

"Wait! My daughter, **Madison**, is still inside!" panicked the man.

"Sir, the building is getting unstable. We can't save her in time!" said the Chief.

"But I can!" Everyone turn and saw Gwen 10. She walk toward the man.

"Which floor is she?" ask Gwen.

"She's in the second floor, in her bedroom." answer the man.

"Okay, I'll get her out as **XLR8**." smile Gwen as she activate her Omnitrix and slam the core down. She morph into...

"**Heat Blast!** Seriously? Ah, well, at least I'm fire proof." shrugged Heat Blast as she run inside the building. She climb her way up the stairs then enter the second apartment and start calling the girl. "Hello? Anyone here?" ask Heat Blast.

"Help! Help me!" cried a little girl voice. Heat Blast kick the door down and saw Madison. The ceiling broke loose and fall down. Heat Blast quickly jump in and grab the debris with her hands. Madison open her eyes and saw Heat Blast.

"Oooh, pretty!" smile Madison.

"Heh, you're welcome. Come on, I'll take you to your Daddy." smile Heat Blast as she toss the debris aside then absorb the flames so they can get out. Once they exit the building, Madison's father hugged her with joy then she notice something.

"My dolly! I lost my dolly!" cried Madison.

"Ugh...of course you did." moan Heat Blast as she slap her Omnitrix symbol and morph into...

"**Typhoon!**" shout the alien made of cloud mass then she go back inside. She retrace her steps to find Madison's doll. She fire water at the fires and then found Madison doll. "Found it-Uh-oh!" Typhoon look up and saw the ceiling shatter and come falling on her until a blue mana shield covered her and withstand the debris then the shield faded away. Typhoon become confused then turn around. Standing before her was Ben 14, Looma, Jen, Ken & Baby Gwendolyn (In Looma's arms.) **(A/N: Don't worry, Tetramand are immune to fire.)**

"Did you miss us?" grin Looma.

"Hey, dweeb." smirk Ben.

"GUYS!" squeal Typhoon as she hugged her cousin and Looma. "You came back! I missed you guys so much!"

"Let's go outside before we're toast." suggest Jen. They exited out of the building and gave the doll back to Madison.

"Thank you, Miss Superhero." smile Madison.

"You're welcome. So, who wants smoothies?" ask Gwen.

* * *

At Mr. Smoothy's restaurant, Gwen, Kevin and Devlin enjoys their smoothies with Ben, Looma & the kids. In the baby pen, Gwendolyn & Sunny are sleeping.

"So how's Planet Khoros?" ask Gwen.

"Oh, great. Warlord Gar finally have the relaxation he deserve and we did some father-son bonding. We hunt some Khoro beasts, arm-wrestling, etc." answer Ben. "How's your job as Magister?" ask Ben.

"Oh great, I just got a new partner and unlocked several new aliens. I even fixed the problem of the transformation...a bit." answer Gwen.

"Benji, why can't you call yourself Ben 10,000?" ask Kevin.

"Nah, I deleted almost all of the DNA samples. Now I only have 150 DNA samples. Having 10,000 is not cool." shrugged Ben.

"Hey, Looma. How about, after this, let's go get some spa and some beauty makeover?" ask Gwen.

"Yes! I will love that!" smile Looma. While Gwen and the others continue talking about their vacations/missions, Devlin ask Ken.

"So you got your own Omnitrix?" ask Devlin.

"Yep! I got it last week on my birthday." smile Ken as he show his Omnitrix, which looks like Gwen's prototype Omnitrix.

"So what aliens you have?" ask Devlin again.

"I have **XLR8, Stinkfly, Ditto, Spitter, Buzz Shock, Sandbox, Snakepit, Terra Spin, Wildvine & Grey Matter**. Oh, and I have the limiter on, since my Dad want me to learn how to use my alien forms correctly before I get the Master Control." smile Ken.

"Cool. And Jen, how are your training?" ask Devlin.

"Oh, pretty good. I even surprised my grandpa by lifting him up with two hands in my Tetramand form." chuckle Jen, who's now 11. Then Devlin drag Ken & Jen away from their parents and start whispering.

"I don't want to worry Mom but Dad and I ran into a problem." whisper Devlin.

"What sort of problem?" ask Jen.

"Well, you see-" Before he explain, a starship appear in the sky and start shooting laser cannons around Bellwood, blasting everything in its sight, including the Rust Bucket II that was parked 10 feet from the DX Mark 11. Kevin panicked.

"MY CAR! WHAT'S WRONG IN THIS TOWN?!" panicked Kevin. Then a laser head toward the teams but Ben quickly create a mana shield and withstand it. Looma went to the baby pen and grab both Gwendolyn & Sunny then they try to run toward their starship but it got blasted away from the enemy starship. Then Rook arrive in his Proto-TRUK.

"Get in!" shout Rook. Everyone enter the truck and drove off.

"Who's this guy?" ask Ben.

"He's my new partner, Rook Blanko. Rook, this is-"

"Benjamin Kirby Tennyson AKA Ben 14. It's an honor to finally meet you, as well as you, Princess Looma." smile Rook.

"Please, it's Queen Looma now." smile Looma.

"Can this thing go any faster?" ask Ken. Rook smile and press the button. The Proto-TRUK morph into its starship mode and rocket away from the enemy starship. It chase after them and start shooting them. The Proto-TRUK evade the lasers but got hit and Ken, Devlin & Jen fell down into the hole below.

"KIDS!" panicked Gwen. Rook try to lower the ship but the enemy starship kept shooting them and forced them to retreat. "That ship looks like Tetramand-based starfighter." gasped Gwen.

"Oh, man, she found us!" moan Kevin.

"She?!" ask Ben, Looma and Gwen.

* * *

The trio slide across the ground and fell off the cliff until they land on the tents. They are in Undertown. They look around the Undertown.

"Whoa, cool city!" said Ken.

"Cousin, why that ship attack us?" ask Jen.

"Well, you-" Once again, Devlin was interrupted when a Kinceleran girl named K8-E saw Ken and scream with joy.

"Oh my God! That's him! It's him! I gotta bring Ester!" squeal K8-E as she dash off at supersonic speed.

"What was that?" ask Jen.

"Dunno." shrugged Ken. Then K8-E return with Ester, who was drinking smoothie and got confused of the sudden pull her friend gave her.

"Whoa! K8-E, what's your problem?" ask Ester.

"Look!" K8-E point at Ken. Ester look at who is she pointing then her eyes widen like a coconut, her jaws dropped and she drop her smoothie as it splash on the ground and spill it on her shoes. Her heart start beating faster and she felt like she's melting as her face turn bright pink.

"Kenneth 'Kenny' Tennyson-Red Wind?" ask Ester, stuttering.

"Um...yeah?" ask Ken.

"YAAAAAAAAAAAAAHHHHHHHH!" scream Ester, spooking Ken, Jen & Devlin. Then she stretch her arms and wrapped it around Ken, hugging him. "It's you, it's you! I finally met you!" squeal Ester as she hugged Ken very tightly.

"Gah! Do I know you?" ask Ken.

"Ohmigosh, he even talk to me! This is the best day of my life!" squeal Ester. Ken activate his Omnitrix, the core pop up and he slam it down, morphing into...

"**Grey Matter!**" shout the Galvan, wearing white with black stripes uniform and wore the Omnitrix symbol on his back. Ester notice he's gone and look down.

"Oops! Sorry!" smile Ester. Grey Matter jump on Jen's shoulder and face Ester.

"Who are you?" ask Grey Matter.

"I'm Ester, leader of the Kraaho tribes and member of the Plumbers. Sorry for my outburst but...man, you're so cute." sigh Ester.

"Me, cute?" blushed Grey Matter.

"Guess you got Uncle Ben's chick magnet ability." grin Devlin. Suddenly the wall exploded and emerge the starship. It land and the hatch open. Exiting out of the starship is a 12-feet-tall blue-skinned, blonde Tetramand girl, wielding a giant sword in one hand and on her second hand, she was strangling Argit.

"Gack! Lady! Let...go off me..." gagged Argit.

"Fine." scoff the blue Tetramand as she toss Argit away and glare at Devlin. "Devlin... You backstabbing Osmosian!" roar the Tetramand as she charge toward the trio. They jumped away from her as she swung her large sword and missed, striking the ground and release a shockwave. She yank her sword free and glare at the others. Ester & K8-E got send back by the shockwave and crash on the markets. Jen recovered and morph into her Tetramand form.

"Hey, watch where you're swinging that thing!" snapped Jen as she charge toward the blue Tetramand but she smacked her away with a double slaps and she crash against the wall. Then she charge toward Devlin.

"DEVLIN!" scream the blue Tetramand as she start swinging her sword at Devlin, who start evading it.

"Wait! **Angus**, I can ex- ***He ducked and she missed*** I can explain! ***He side-step and evade the sword*** My Mom gave birth to my baby sister ***He evade the sword again*** and a shape-shifting monster attacked. ***He absorb the metal and block her sword with his arms*** It's not my fault!" shout Devlin.

"LIAR!" snapped Angus as she lift her sword up and slam it down, causing Devlin's feet sink into the ground. Then she grab Devlin with her second pair of arms then lift him up and slam him against the ground. "YOU PROMISED ME MARRIAGE AND INSTEAD YOU RAN AWAY!" roar Angus as she start pounding Devlin into the ground until he lost his metal armor. A red light flashes and Ken emerged from the ground.

"Ow..." He look at his watch and it's in Active Mode. "Okay, Miss Four Arms. It's time for you to mess with..." He activate his Omnitrix and slam the core down, releasing a bright green light.

"**Terra Spin!**" shout Terra Spin. He hide in his shell then start rotating his fins like a fan, generating a powerful wind blast. Angus withstand the wind blast and counter with a sonic clap, knocking Terra Spin backward and crash against the market & he timed out, morphing back into Ken.

"Ow...Okay, not a good plan." moan Ken as he rubbed his hand on his head. Angus turn her attention back to Devlin but Jen blast her with her mana wave. Angus glare at Jen and they start clashing each other but Angus grab her head and smash her against the pipe, denting it greatly and she collapsed. Then she turn to Devlin, who then ram his fists against her face, sending her flying backward.

"C'mon, guys! Into the sewers!" shout Devlin. Jen & Ken follow him inside the sewer pipes and hide inside. As they left, Ester & K8-E recovered and they search around.

"WAAAAAAAAAHHHHHH! MY FIRST MEETING WITH KEN AND NOW HE'S GONE! WAAAAHH!" Ester start crying while K8-E start patting her back.

* * *

The trio continue running through the sewers until they stop to catch their breath. Then Ken grab his cousin's collar and glare at him.

"Will you tell me WHAT THE HECK IS GOING ON?!" shout Ken.

* * *

"Will you tell me WHAT THE HECK IS GOING ON?!" shout Ben as he grab Kevin by his collar.

"Okay, okay, I'll talk. Only if Gwen promise not to kill me." said Kevin.

"Say it." said Gwen.

"Okay. Devlin & I went to neighbor planet of Khoros to look for some new engine for the Rust Bucket III then a blue Tetramand girl named Angus challenged us for a battle, since we are short on cash, and Devlin defeated her as Devlin 11 & we got the engine but..."

"No...Looma, please tell me the blue Tetramands doesn't share the same tradition as the red Tetramand?" ask Gwen.

"Yes...Yes, they do." answer Looma.

"KEVIN, I'M GONNA KILL YOU!" snapped Gwen as she start choking Kevin, who quickly absorb the Proto-TRUK's metal to protect himself. "DEVLIN IS ONLY 11!" roar Gwen while Ben pull her back and retrain her. Gwen start throwing her fists and feet around while Kevin stay away from his wife.

"I'm sorry! I try to stop Devlin but it was too late so we ran and hope she doesn't know where do we live. Unless Argit squeal." frown Kevin.

"Well, we need to find the kids so, Rook, right? Take care of the babies!" order Ben as the heroes jump out of Proto-TRUK.

"Me, baby-sitting?" ask Rook as he look at Gwendolyn & Sunny on the co-pilot seat, sucking their thumbs while gazing at Rook.

Ben & Gwen activate their watches and release blinding lights. Ben morph into a Talpaedan and Gwen morph into a Terrasapien.

"**Armodrillo / Mother Nature!**" shout the duo as Kevin & Looma grab hold of them and they start spinning like a drill then they burrow underground and burst through the sewer pipes.

"Okay, let's find the kids." said Armodrillo.

* * *

"So your girlfriend is chasing after you because you ran off from your wedding? That's a laugh! Ha ha ha ha!" laugh Ken.

"Shut up, doofus!" frown Devlin. Suddenly the wall exploded and emerge Angus, panting in rage.

"DEVLIN!" roar Angus as she charge toward them. Ken quickly slam the core and morph into a Kinceleran, who look just like 10-year-old Turbo.

"**XLR8!**" shout the young Kinceleran as he dash toward Angus at supersonic speed and tackle her head on but their collision knocked him backward. Then she grab Devlin.

"Finally! You better marry me or else, I'll tell my daddy to start destroying your precious Earth!" growl Angus.

"Wait, what?!" exclaim Jen.

"Come, Devlin! We are going to my home so we can get marry!" growl Angus as she drag Devlin along. XLR8 dash toward her but she slap him aside then ram her way through the ceiling. XLR8 recovered and dash after Angus & Devlin. Jen was about to follow them until the wall exploded and emerge Armodrillo, Mother Nature, Kevin & Looma.

"Jen! Jen, are you okay?" ask Looma as she hugged her daughter.

"I'm fine, Mom, but Cousin Devlin's not. That girl, Angus, took him and Ken gave chase as XLR8." said Jen.

"Then let's catch up with them!" said Mother Nature as she release a green light and morph into...

"**XLR8!**" shout the female Kinceleran as she dash off through the tunnel. Armodrillo release a yellow light and morph into a black/white humanoid feline with the Megatrix symbol on his chest.

"**Fasttrack!**" shout the feline as he run after his cousin, with the others catching up them. Once they reach the surface, they are at the construction site and there was an intense battle. Devlin went flying and crash on the ground. He recover and rub his head. Fasttrack look up and saw his son is in trouble, so he release a bright light and morph into a Gimlinopithecus, who is now completely black with white stripes.

"**Shocksquatch!**" shout the Gimlinopithecus. Then he and Looma charge toward the battlefield.

"Hang on, Kenny!" said Looma. Then Angus jumped out of the building, dragging XLR8 (Ken) by his tail then slam him against the ground as she land. When Shocksquatch and Looma are within range, she used XLR8 (Ken) as a club and smack him against his parents then send them flying away. XLR8 (Gwen) dart toward Angus but she lift her sword and slam it against the ground, sending a powerful shifting shockwave and send XLR8 (Gwen) flying against the pipes then she land a double uppercut against Kevin and send him flying against the building. XLR8 (Ken)'s Omnitrix symbol start beeping and morph back into Ken. Looma recovered.

"Man, either she's stronger or I'm losing my touch." wonder Looma. Angus lift her sword and walk toward Devlin then Jen step in the way.

"Whoa! Hold it, Angus. There is no need for fighting-" Angus swung her sword but Jen block it with her mana. "Can we talk like ladies?" ask Jen.

"Ha ha ha ha! Tough words from a little girl. Ha ha ha ha!" laugh Angus.

"What did you CALL ME?!" snapped Jen as she transform into her Master Anodite form with second pairs of eyes and arms but she now wore the similar but altered uniform as Jen 10; red-hot pink shorts, pink/black boots, & belly-opened black/pink shirt. Angus got surprised of her transformation then swung her sword again but Jen hold up her upper forearm and the blade got shattered into pieces.

"What the?!" gasped Angus.

"You better not mess with the Master Anodite!" growl Jen as she ram her left arms against Angus' face then land a double right hooks then grab her in a mana bubble and slam her against the ground. Angus got angry and shot up as she swung her broken sword but she duck then ram all two set of hands against her belly and unleashed a tremendous shockwave, sending Angus flying and crash against the pile of steel pipes. Jen then turn to see her cousin.

"Devlin, stop acting like a doofus and transform already!" growl Jen. Devlin nodded and his body start crackling then morph into Devlin 11.

"How did you know I can transform?" ask Devlin 11.

"Lucky guess." smirk MA Jen then Angus emerged from the debris, wielding a steel pipe then swung it against MA Jen but when it struck her, she didn't got phased and the pipe got massively dented.

"What are you, Tetramand?!" growl Angus.

"I'm not a Tetramand, I'm a Tetranite; half-Tetramand half-Anodite & I am the Legendary Master Anodite!" shout Jen as she thrust her hands and fire a massive mana bolt, blasting Angus away then Devlin 11 dash toward her but Angus recovered and land a powerful uppercut, knocking Devlin 11 out and he crash against the ground, lost consciousness and reverted. As she walk toward Devlin and carry him in her arms, Jen wrapped in front of her.

"You are finished, Angus! Put my cousin down!" Jen threaten her as she expanded her flaming wings. Then another starship arrive and emerging from it was a large blue Tetramand wearing powerful armor and wield a large double-bladed sword.

"Angus! Have you found your fiancé?" ask **Warlord Zedus**.

"Hi, Daddy. Yes, I found him but his family are putting up a fight. And this girl claims to be a Tetramand-Anodite hybrid." said Angus.

"I don't care about your traditions but my Dad fell in love with my Mom, not by defeating her in battle but by getting to know her well." growl Jen. Then she unleashed a power-up aura and glare at them. "So let my cousin go or feel my wrath!" grunt Jen.

"Make us." grin Angus. Jen gave a grin then shout:

"**Song of Fate!**" A massive golden light gather around in front of her torso then unleashed a powerful energy wave. Warlord Zedus swung his sword and slash it apart. "Gah! Impossible!" gasped Jen.

"My sword was made of Rune. It will cancel any Mana-based techniques." grin Warlord Zedus then he thrust his sword against her torso but she caught with only two hands, causing a sudden halt and the ground shifted down. "WHAT?!" exclaim Zedus.

"Even if I can't use my Mana, you still can't defeat the Master Anodite!" grin Jen then she hammer toss Zedus against the building. Before Jen resume her attacks, Shocksquatch place his hand on her upper left shoulder.

"Take it easy, Jen. Save your powers. I'll take him. Go get your cousin." said Shocksquatch.

"Okay, Dad." nodded Jen as she turn her gaze at Angus, who begin to head inside the ship. Jen wrap in front of Angus at hypersonic speed and confront her.

"Where do you think you're going?" ask Jen.

Back to Shocksquatch, he glare at Zedus as Looma join up to his side.

"So, why are you chasing after my nephew? He didn't know about the Tetramand tradition." growl Shocksquatch.

"It doesn't matter, he will marry my daughter. So, as the Warlord of the Blue Tetramand, I will defeat you!" frown Zedus.

"And as the son-in-law of Warlord Gar...I gonna give you a shock and awe!" grin Shocksquatch. "Looma, stay out of this. Who knows he might defeat you then steal you away from me."

"Okay, hon. Hit 'em hard!" smile Looma as she step back. Both warriors charge toward each other then collided their fists, sending shockwave and electric pulse, shattering and shifting the ground down. Zedus grab his crest then slam him against the ground but Shocksquatch thrust his hands and fire a lightning ball, sending him backward then leap toward Zedus then slam his fists against Zedus' torso, sending a burst of lightning. Before he resume the blows, Zedus grab him and slam him against the bulldozer, denting it and knocking it over. Shocksquatch stood up, grab the bulldozer and toss it at Zedus but he slice it in two with his sword. Then he toss it at Shocksquatch. Seeing the spinning blades heading toward him, Shocksquatch slap the Megatrix on his belt and morph into a large purple slime-like alien, about 55-feet, wearing black with white stripes uniform and with the Megatrix symbol on his forehead.

"**Ooooozz!**" roar the large offshoot of Ploymorph, known as Sloorb, then open his belly into a saucer-shaped hole, evading the sword then he slam his arm against Zedus, covering him in slimes. Then Ooz release a yellow light and morph into a bulked Pyronite with large volcanoes on his shoulders and two mini-volcanoes on his back.

"**Nova Blast!**" shout the Pyronite as he flare up then fire a powerful heat ray at Zedus, igniting the slimes and exploded. Zedus leap out of the smokes and swung his sword at Nova Blast but he thrust his hands against the ground, firing his huge flames and rocket himself backward, evading Zedus as he collided the ground and form a huge crater. Then Nova Blast land on his feet then release a yellow light and morph into a mantis-like alien with large razor-sharp blades, four insectoid legs and wore the similiar uniform as Crushhopper & the Megatrix symbol on his chest.

"**MantisBlade!**" hiss the Bladedopterran as he charge toward Zedus and swung his blade, as Zedus counter with his sword. Then they start clashing their swords again and again.

"YEAH! BENJAMIN, SHOW HIM WHO'S BOSS!" cheered Looma as the Proto-TRUK arrive and parked next to Looma. Looma open the door and found Rook hand-cuffed to the steering wheel. "Rook, what the heck are you doing?" ask Looma.

"The babies did this to me." sigh Rook then Sunny & Gwendolyn crawl out from the backseat and climb on Rook's face, cooing and giggling as they try pull Rook's mouth and he groan in pain. Looma broke down in a big laughter.

Back in the battle, MantisBlade leap away from Zedus as he swung his sword then MantisBlade detaches his blades and toss them like a boomerang at Zedus. He block both of them but in return, his sword's blades got sliced twice. He toss it away then grab MantisBlade and crash through the buildings. Zedus lift MantisBlade up then repeatedly slam him against the ground.

"This is your BEST?! Show me your powers!" growl Zedus.

"Okay, you ask for it!" MantisBlade release a bright yellow light and morph into...

"**Gasket!**" shout the alien as he release a massive burst of hot steam and blast Zedus away then morph into a Vulpinmancer with the Megatrix on his forehead.

"RAAAAAGHH!" roar **Wildmutt** as he charge toward Zedus and tackle him against the ground and start biting his arm hard then slam him against the ground. Zedus uppercut him up in the sky but he recover by releasing a bright light and morph into a Yaijusapien with black/white ninja _gi_ with the Megatrix symbol on his left shoulder.

"**Kung Fang!**" shout the Yaijusapien as he flew back down and toss multiple ninja stars at Zedus. Didn't phase him but allow him to guard up so Kung Fang start spinning like a spin ball and release a bright light. He appear as a yellow armor spin ball and collided against Zedus into the ground then bounce on the ground, stand on his feet as an Arburian Pelarota, whose lower body are colored black, his claws longer with white lines & with the Megatrix symbol on his forehead. Then **Cannonbolt** morph into a muscular Opticoid with larger eyes on his shoulders and wore black pants with large white cuffs on his legs and the Megatrix symbol on his yellow/white belt.

"**Eye Guy!**" shout the Opticoid as he close all of his eyes then reveal his center eye, unleashing a massive energy beam that send Zedus crashing into the building, releasing an explosion. Zedus emerged in rage as he charge toward Eye Guy. He release a bright light, morphing into a muscular Necrofiggian whose blue skin was replace with white.

"**Big Chill!**" shout the Necrofiggian as he breathe a powerful ice vapor and blast Zedus but he withstand the cold and batter him against the wall. They engage the tug of war and Zedus force Big Chill on his knee then he release a bright light and emerged as a Tetramand wearing a sleeveless white shirt with black stripes, black pants and wore the Megatrix symbol on his chest.

"**Tetra Arms!**" roar the Tetramand as he regain his footing and push Zedus back. "That's right! I have a Tetramand form too!" grin Tetra Arms then broke free, ram his fists against his face then backhand punches and send Zedus crashing against the ground, shifting the ground up. Then Tetra Arms morph back into Ben then pull out his white rune & a lyre.

"Mugician! Come forth!" shout Ben as a white ghost-like creature emerged from his body after Ben play the lyre three times."**Cannon of Casualty!**" shout Ben then the ghost enter the rune and 7 notes has played. A powerful blue energy pulse emanated from Ben's hand and struck Zedus, causing the whole area to exploded into a huge mushroom-shaped dust cloud and the ground shifted into a crater. Zedus try to get up but his body got badly damaged then Ben lift Zedus up with a mana bubble.

"Heh. You lost, Warlord Zedus." grin Ben.

"YES!" cheered Looma as she clapped her hands.

* * *

-_20 minutes ago_-

Jen block Angus' path and demanded her to put Devlin down but she refused as she swung her broken sword at Jen but she shatter it again by simply blocking it with her upper left forearm.

"Got anything else?" grin Jen. Then Devlin woke up and begin to transform as he land a mega bite on her hand.

"ARGH!" scream Angus as she let go of Devlin as he fully transformed into Devlin 11. Then a sonic boom emerge from the debris and charge toward Angus but she instantly swung her arms and bashed XLR8 back into the debris. She morph back into Gwen.

"Argh! That hurt!" snapped Gwen as Kevin stood up and rub his neck with his hand. Once they recover, Gwen activate the Omnitrix, slam the core and morph into a alien made of mirrors with oval-shaped head with two emerald-like eyes and wore a large Omnitrix symbol-like mirror.

"**Reflection!** Ooh, new alien! Yes!" cheered Reflection.

"Grrrr! WHY CAN'T YOU UNDERSTAND OUR TRADITION!" snapped Angus.

"Puh-lease, as if we don't know that. My cousin fought Looma and won twice then they got married." scoff Reflection. Jen charge up her mana and fire a powerful mana wave at Angus but she ducked and it head toward Reflection but she hold up her forearms and redirect it back at Angus, knocking her down. "AWESOME!"

"Grrr!" growl Angus as Kevin, Devlin 11, Master Anodite Jen & Reflection surround Angus. But then Ken arrive as he struggle to walk.

"Hold it." said Ken. They all look at Ken. "If anyone is going to beat her, that would be me. I am the son of Ben 14. I will defeat you without the help of my family. If it's a challenge you want, then you got it!" grin Ken.

"Ooh, a daring boy. I like that." grin Angus. Jen morph back into Human, as well as Gwen & Devlin. "C'mon, boy. Face me." smile Angus.

"Let's do this. It's Hero Time!" shout Ken as he activate his Omnitrix and slam the core down, releasing a green light. He become a Splixsan, similar as 10-year-old Splixsan from _Ben 10_. He wore the Omnitrix symbol on his forehead.

"**Ditto!**" cheered the Splixsan.

"A Splixsan? Pfft, unworthy." scoff Angus as she cross her arms and place her lower hands on her hips.

"Don't underestimate me!" grin Ditto as he start multiplying until there are 50 Dittos. "Come on, guys!" cheer Ditto as he and his clones jump up and dive toward Angus then they multiplied up to 100.

"Cannonball!"

"Banzai!"

"Incoming!

"Look out below!"

All the Dittos dive bomb on Angus and, even though she is strong, 100 Dittos is too much and they pin her against the ground as they start jabbing, bashing and pounding Angus.

"RAAAAAAAAHHHH!" roar Angus as she shot up and swung her left arms strongly, sending the clones away then did the same with her right arms then she hold her hands together then slam her fists against the ground, shattering the ground and sending shockwave, blowing the Dittos away. They all crash on the ground, merging back as one as the Omnitrix start beeping and morph back into Ken.

"Ow... Not a best plan." moan Ken. Ken start tapping the core and gave out a beeping that it was recharging.

"Pathetic. You can't beat me as a Splixsan." grin Angus.

"Oh, really? Then let's see if you can take..." Ken heard the beep from the Omnitrix, which it's now Active Mode then he slam the core, releasing a bright light and morph into a Spheroid, who instantly blast Angus with a huge cannon of acid slime, sending her flying backward. She sank her feet into the ground and skid to a halt. Then she glare at Spheroid.

"**Spitter!**" shout the Spheroid.

"You ruined my uniform!" growl Angus.

"So what?" shrugged Spitter. Angus' eyes start twitching as she took a powerful running start and grab Spitter but, thanks to Spitter's strength, he manage to stop Angus' assault then slam her against the ground then slap her face with his tail. She stagger back and place her hand on her cheek.

"You...dare...to...slap ME?!" snapped Angus.

"So sue me!" grin Spitter as he puff up greatly then spew a larger blast of acid slime, blasting Angus down but she use her hands to push the slime back as she approach Spitter then Spitter stop spitting as he got exhausted then she grab him and slam him against the unfinished building then start jabbing him through the support beams, one after another. Then she lift her fist and swung her punch but Spitter's Omnitrix start beeping and morph back into Ken, causing Angus' punch to miss and smash the support beam down. Ken run away from Angus by reactivating the Omnitrix and morph into a Galvan. Since he's small, Angus couldn't find Grey Matter.

"Where are you, boy?!" roar Angus.

"This limiter is not helping me. I need to hack the Omnitrix." mutter Grey Matter. After finding a hiding spot, he start fiddling with the Omnitrix. He finally activate the new function and a new alien. "Yes!" cheered Grey Matter.

"Boy! If you don't come out, I will bring this building down!" shout Angus. Then Grey Matter jump out and confront Angus.

"Here I am!" shout Grey Matter.

"Pfffffttt, ha ha ha ha ha ha! A Galvan? You think you can beat me as a Galvan?" laugh Angus. Then a bright light flashes and blinded her then she got blasted by a cannon of acid slime, sending her backward then she regain her footing and look up in shock. "What? Y-You morph into a Spheroid?!" exclaim Angus as Spitter stand firmly with his mouth drooling. Then he smile as he release a green light and morph into a Nosedeenain with white stripe with green lightning.

"**Buzz Shock!**" shout the Nosedeenain as he thrust his hands and release a discharge of lightning, striking the slimes and super-electricuted Angus.

"GAAAAAAAHHH!" scream Angus then a green light flashes and Buzz Shock charge toward Angus as a three-headed snake-like alien with four paws and bite Angus' three arms. Then **Snakepit** slam her against the bigger support beam then slam her against the floor then toss her up hard, sending her crashing through the ceilings. She's not coming down...

"Where."

"Isss."

"SSShe?" ask Snakepit. Then the ceiling exploded and emerge Angus as she ram Snakepit against the ground and erupted a huge dustcloud. Angus stood up and glare at Snakepit, who just morph into a living pile of sand with two braces on his shoulders and a mask.

"What?!" gasped Angus.

"**Sandbox!**" shout the Sandmentasapien as he punch Angus out of the construction building and she skidded across the ground.

* * *

-_Now_-

Ben and the rest saw Angus skid across the ground and stood up on her feet.

"Father!" gasped Angus when she saw Ben hold Zedus as prisoner.

"Stand down, girl. Your wedding is off." said Ben.

"Never! Not until one of us is the victor!" growl Angus.

"Who's challenging you?" ask Looma.

"Him!" Angus point at Sandbox, who emerged as a sandstorm from the construction site and morph back into Ken.

"KEN?!" exclaim Ben & Looma.

"Darn it! How hard do I have to hit you?" scoff Ken.

"Ha ha ha! We female Tetramand are far much stronger then the male." laugh Angus. Ken frown, activate the Omnitrix and start rotate the ring dial, searching for a better form until he found something that made him grin.

"Heh. I am the son of Ben 14! You can beat me, no matter how hard you bash me, 'cause you know why?" Ken slam the core and release a green light.

His arm's blood vessel overflowed and travel up to his eyes. He shut his eyes close than shot her eyes open. He grew 12 feet tall, grew an extra pair of four-fingered arms and an extra pair of eyes under his main pair. He have black stripe on his head and chin, wore black fingerless gloves and have a black-white uniform. He wore the Omnitrix symbol on his upper left shoulder. He strike a pose as his transformation is finished. He become a Tetramand, who look like 10-year-old Tetramand of _Ben 10_.

"...'Cause I never give up!" shout **Four Arms**.

"Yes! An even and fair fight!" grin Jen.

"Wait, I don't remember adding a Tetramand DNA sample in Ken's Omnitrix?" wonder Ben. Four Arms leap up and Angus responses the same. Angus got within range and throw a punch but Four Arms evade it and ram his fists against Angus & ground pound her against the ground, shatter the ground, shifting it down, sending shockwave and erupted the dust cloud in the air. As the dust lifted, Four Arms emerged from the dust cloud, carrying the unconscious Angus on his shoulder. He toss her in front of Ben and Zedus. Ben drop Zedus and he struggle to stand on his feet.

"Amazing." mutter Gwen.

"That was awesome!" exclaim Jen.

"You hacked the Omnitrix, unlocked the Master Control and unlocked Four Arms?" gasped Looma & Ben.

"You idiot! You doofus! You numbskull!" shout Devlin.

"Devlin!" shout Gwen & Kevin.

"What?" ask Four Arms.

"Since you defeated her, now YOU have to marry _her_!" argue Devlin.

"WHAT?!" exclaim Four Arms then Angus spring on her feet and hugged Four Arms.

"Oooh! I never thought I get to marry with the son of the famous Ben 14. Hmm, you even have his good look. Sexy even." grin Angus seductively. "You fought a well battle, baby."

"You fought a well battle, Son of Ben 14." smile Zedus.

"...Yeah..." moan Four Arms.

* * *

As Zedus and Angus board on the starship, Zedus shook hand with Ben for a great battle.

"Since you are familiar with our tradition, my daughter will marry your son in three Earth years. See you soon, Warlord Ben." smile Zedus.

"Please just call me Ben." nodded Ben.

"Good-bye, Kenneth! My delicious hunk of simian!" coo Angus.

"Yeah... See ya later..." groan Ken as he wave at her. After they left Earth, Ken glare at Devlin.

"Devlin, I'm gonna kill you!" growl Ken.

"Not my fault you didn't listen." scoff Devlin. "Well, at least a new sucker took my place."

"Let me get my claws on you!" growl Ken as he slam his Omnitrix core and morph into XLR8 then dash toward Devlin, who transform into Devlin 11, and, using the Kineceleran super-speed, dash away with XLR8 chasing him.

"Come back here!" shout XLR8.

"Catch me if you can, doofus!" laugh Devlin 11.

"Just like Uncle Kevin and Dad." sigh Jen.

"Ben, Angus can't marry your son. He's too young." complain Gwen.

"Sorry, Gwen. We have no choice. Beside, it was Kevin's fault." scowl Ben.

"What?!" snapped Kevin.

"If you haven't let Devlin defeat Angus, none of this won't happen!" argue Ben.

"Oh yeah? Well, if you haven't brought me the Tetramand engine for my plane like I ask for, then your hard-headed son won't have to beat her." scoff Kevin.

"You. Are. DEAD!" snapped Ben as he morph into **Turbo**. He grab Kevin by his collar but he absorb some of his powers to his A.O.A., broke free and dash off at supersonic speed, with Turbo chasing after him.

"Ugh! These two never give up fighting!" groan Gwen.

"Yep." nodded Looma.

"Um...excuse me, ladies, but will some of you help me, please?" ask Rook. Gwen, Jen & Looma turn around and saw Rook trying to pull his Proto-Tool away from Gwendolyn, who was yanking it back playfully while Sunny just giggle and clapped her hands.

* * *

**Axle- Chapter finished! Thank you, Jake, for the Mugic List.**

**Axle's Mom- Here's some Omnitrix-shaped cookies and chocolate milks.**

**Axle & Kida- Thanks!**

**Kida- Who like the new aliens like MantisBlade or Ooz. Oh! And Reflection was created by Lydiathetigeropean! Thank you, Lydia!**

**Axle- Yep and I got a new Predator by a review from one of the viewers.**

**Axle's Mom- What's this?**

**Kida- Don't press that!**

***BOOOOOOOM***

**Axle's Mom- Oops... O_o**

**Kida- At least my Gamma Ray Cannon works great! X3.**

**NRG & Overkill- Get out so we can absorb the radiation!**

**Axle- Going! O_O**


	63. Gone Fishin'

**Chapter 63: Gone Fishin'**

**Ben- Ah, vacation time. Who wants to go fishing?**

**All- YEAH!**

**Axle- I can send this chapter then I'll join the gang.**

* * *

After many missions and dangers, nothing is more relaxing then having a good vacation, free of works & battles. One of the best part is spending time with your family and, on Gwen's case, go fishing with her family.

Somewhere in the Lake of Undertown, Gwen, Ben, Jen, Ken, Devlin, Grandpa Max, and accompany with them, the Piscciss Volann Plumber **Magister Patelliday**. They were sitting quietly as they enjoy their fishing while the others went shopping.

"Ah, nothing is more relaxing then this." comment Patelliday.

"You said it, old friend." smile Max.

"Anything, Rook?" ask Gwen.

"Not a nipple." sigh Rook.

"Man, when will they bite?" ask Ken as he and Devlin got bore while Jen start strumming her guitar and start humming softly.

"Don't worry. We'll get a bite soon." said Ben.

...

...

...

2 hours later.

"When will these fishes start biting our lures!?" shout Ken as he lost his patience.

"Calm down." said Max.

"Well. Guess it's time for me to dive in and fish some for us." said Patelliday as he stood up and stretch himself. Gwen look at Ben and they both exchange grins as they activate their watches, rotate the dial then slam the cores down.

Gwen's arms become covered in fish-like scales then grew webbed fins between her fingers as well as growing sharp claws. Her hair grew longer and become ocean green with seaweed, her neck gain gills and she grew two angler lures from her forehead. She gain midnight blue metal bra and blue metal panties with seashells and ruby accessories. She wore the Omnitrix symbol on her torso.

Ben's arms become covered in fish-like scales then grew webbed fins between his fingers as well as growing razor-sharp claws. His head has dorsal fins, grew gills on his neck, grew powerful jagged fangs from his jaws and grew a angler lure from his forehead. He wore the similar uniform as his young self but gain black armor on his torso/belly and on his neck/lower jaw. He wore the Megatrix symbol on his yellow/white belt.

"**Mermaid! / Ripjaws!**" roar the Picciss Volanns.

"Huh?" exclaim Patelliday.

"KRRRIII!" Mermaid squeal like a dolphin as she dive into the lake. Ripjaws and Patelliday followed as well.

"Awww, why can't I have Ripjaws?" moan Ken.

"I can't swim as Devlin 11. I'm too heavy." shrugged Devlin. Jen start vocalizing and start singing the song called **_Sometime I Get A Feeling_**.

"She sing beautiful." said Devlin.

"Yep." nod Ken.

"I never heard a voice that sound so beautiful..." said Rook in awe.

"T-Thank you..." stutter Jen. *_Rook is kinda cute._*

"AH! I got a bite!" yelped Ken.

"Pull it in." smile Max. Ken struggle to yank his fishing rod back to pull the fish in. Then he finally pull the medium-size fish out and he land on his face.

"GAH!" exclaim Ken.

"HA HA HA HA HA!" laugh Devlin as he point at Ken. Ken grab the fish but its tail start slapping his face then he lost grip. It start jumping around until Rook grab it.

"Aw man..." moan Ken.

"Ha ha ha! That was hilarious!" laugh Devlin.

"Sorry, Young Kenneth, but it was, heh, a little funny. Heh heh heh." chuckle Rook. Grandpa max and Jen join in the laugh while Ken wipe the water off his face.

Underwater, Mermaid swam across the water and caught four fishes in her jaws then she place them in her net. She look behind her and saw Patelliday collected 20 fishes while Ripjaws caught giant squid, shellfish and some alien-like fishes. Now he's chasing after a large goldfish.

"Heh, I haven't use Mermaid for a long time. I forgotten the joy of swimming underwater." smile Mermaid as she pet a dolphin-like creature.

"Hold still!" grunt Ripjaws as he grab the goldfish and slam it against the wall, knocking it out cold.

"Hey, what's that?" ask Patelliday as he saw something, like a lure or other. He swam up to it and grab it. Suddenly the rocks exploded and emerge two bio-robots. They grab Patelliday and tied him up.

"Patelliday!" gasped Mermaid & Ripjaws. They dart toward the beings known as **Mechaneers** and two more appears and bash the Piscciss Volanns against the rocks while the others take Patelliday away. Ripjaws broke free, grab his head then slam his jaws shut on the Mechaneer's head then ripped it off. Mermaid, although pinned against the wall, open her mouth, inhale deeply and let out a high-pitched scream, damaging the Mechaneer and explode. They gather up and search around for Patelliday but he's gone.

"Patelliday..." whimper Mermaid.

"Let's inform the others." said Ripjaws as they swam back to the surface. They surfaced and climb on the boat then morph back into Ben & Gwen.

"Dad, where's that fish guy?" ask Ken.

"Where's Patelliday?" ask Max.

"Some bio-mechanoids came out of nowhere and kidnapped Patelliday. We try to save him but two more distracted us." explain Ben.

"Which way did they go?" ask Rook.

"Got'em!" said Jen as her eyes glowed bright pink and her hand extended to the north of their boat. "They're heading to the harbor at the north." said Jen. The team begin their search across the lake. They search everywhere while Rook use his scanner & Ben & Jen use their mana to find their friend's mana but they failed as the signal vanished.

"Where did they go?" mutter Ben.

"Patelliday! Patelliday!" Gwen called out, hoping he might at least make a slight answer so they can find him but no reply. Suddenly the boat made a sudden jolt and the speed picked up. Every minutes, the speed increased.

"Why are we going fast, Mother?" ask Devlin.

"We must've got caught in the rapids!" answer Gwen.

"Worst." said Rook. "We're heading toward a water fall!" Everyone gasped. They saw the water fall and fell over it. Rook aim his Proto-Tool up and fire a tow cable, lasso on the pipe and stop their fall. Gwen activate her Omnitrix and slam the core down, morphing into...

"**Bishop!**" shout the Revonnahgander as she wield her Proto-Tool and fire another tow cable to increase support. However, the weight of the combined passengers is too much that the cables snapped and they fell down. **(A/N: Thanks for the name, Jake)**

"AAAAAAAAAAAAHHHHHHHHHHHHHHHHHHHHHHHHHHH!" scream everyone as they crash on the water below. The boat was destroyed but Max, Rook, Ken, Devlin & Jen surfaced.

"Is everyone okay?" ask Max.

"I'm fine." nodded Devlin.

"I'm okay." said Ken.

"Rook, a-are you okay?" ask Jen timidly.

"Yes. Miss Jen. I'm okay." reply Rook as he cough.

"AH!" gasped Bishop as she surfaced then she morph back into Gwen. "Whew... Where's Ben?" ask Gwen. Suddenly a massive fish-like dinosaur emerged from the water and roar at the heroes. At first they panicked but then they saw the Megatrix symbol on his forehead.

"Ben?" ask Max.

"Dad! You become **Megashark!**" smile Jen.

"Yep. Ride on my back and I'll swim us through here." said Megashark. Everyone climb onboard and Rook help Jen to climb on board.

"Thank you. You're such a gentleman." smile Jen as she blush.

"Uh, thanks." said Rook. Megashark start swimming across the surface as they resume search for Patelliday.

* * *

Meanwhile, in a hidden pirate HQ, the Mechaneers brought Patelliday into the Control Room. Then an alien with black long bread sat before them on his seat. He has a golden alien-based hook on his right hand and a mechanical peg leg.

"I'm starving. What meals did you bring me?" ask the alien.

"**Captian Kork**, we brought you a Piscciss Volann, raw and ready to be eaten by you." said the Mechaneers. Patelliday got wide-eyed as he can't believe what is he hearing; alien eating alien!

*_Such cannibal!_* thought Patelliday.

"Hmmm... No, I want my meal cooked. Take him to the kitchen." scoff Captain Kork. The Mechaneers obliged and took the Magister Piscciss Volann to the kitchen.

* * *

Meanwhile, at the river of Undertown, Megashark continue swimming across the water while his family and friends are resting on his back.

"Man, what are they going to do with Pate?" ask Ken.

"I don't know." sigh Gwen.

"Any sign of his Plumber Badge?" ask Max.

"Negative, Magister." answer Rook. Jen sat closer to Rook.

"So, Rook, right? How long you join the Plumbers?" ask Jen.

"Seven Earth weeks ago. I was assign to partner with your Aunt at the same day you and your family left to Planet Khoro." said Rook.

"Aunt Gwen said you are not savvy with Earth expression and our custom. Is that true?" ask Jen again.

"Y-Yes. I find it...difficult to know the emotional cue, the smack-talking and the expression, such as when you say 'That's one honking ship." explain Rook.

"Sooo... do you have any girlfriend?" ask Jen with hope as her cheek glow pink.

"Well...um, I...I rather not talk about it..." stutter Rook as he look away to hide his blush.

"Why?" ask Jen as she tilt her head side-way.

"It's e-embarrassing." answer Rook. Jen's eyes glowed as she begin to read Rook's mind but Rook immediately stop her by grabbing her shoulder. "Don't do that. It's very rude." said Rook seriously. Jen started sweating as her heart start beating and her cheek turn red. Something about his voice made her feel...different. She slowly and stutter a single word.

"Okay..." she said then Rook let go of her and pull out his scanner to search again. Jen remain gazing at Rook lovely. Even though she's only 12-year-old and Rook is somewhere between 15-17. Then her thought was interrupted by Megashark.

"There it is. The Pirate HQ." said Megashark.

"Pirate?" ask Gwen.

"While I was off-duty last Earth year, I discovered from the Plumber's files that several ships from Undertown, as well as the surface, went missing without the traces. Only one evidence suggest a group of pirates were sighted before the disappearance, of course it's not enough proof. If they took Patelliday over here, then he's inside." said Megashark. He climb on the dock and everyone jump off then he morph back into Ben. Then they got surrounded by the Mechaneers.

"Intruders! Surrender yourselves!" order the Mechaneers.

"It's Hero Time." grin Ben as he, Gwen & Ken activate their watches and slam the cores down, releasing a bright massive light.

"**Reflection!**" shout the mirror-like alien.

"**BenHighbreed!**" shout the Highbreed alien, wearing a black-white uniform with the Megatrix symbol on his waist.

"**Buzz Shock!**" laugh the Nosedeenian. Jen & Devlin morph into their alien form, Rook armed his Proto-Tool in Sword Mode and Max armed himself with an energy cannon.

"Spread out!" shout Max as the heroes "Divide and Conquer". Reflection got surrounded by the Mechaneers but, then their reflections on Reflection's mirrors emerged from her body, surprising the drones.

"Go get'em, boys." grin Reflection. The mirrored Mechaneers charge toward the Mechaneers and they begin to fight each other while one clone is fanning Reflection, who was laying down on her deck chair, drinking ice-cold fruit punch. BenHighbreed grab two of the drones and slam them against each other, smashing them apart. Then he ram his fist through the third Mechaneer's chest then fire his green eye lasers at the others, blasting them away. Max & Rook start shooting at the Mechaneers, not letting them get closer to them then Rook notice several Mechaneers heading toward Jen, who was throwing mana bolts at the drones.

"Jen, watch out!" Rook shout out. Jen turn around and saw the drones. Before she react, Rook leap on them, grab their head and slam them against each other then slice the other with his Proto-Tool. "Are you okay?" ask Rook.

"I'm...I'm OK ." sigh Jen as hearts animation start bubbling around her head. She start daydreaming about her and Rook dating together on a beach, under the sunset. Then a Mechaneer slam his hands against her head but she didn't phase then four of her golden eyes become filled with fire. She turn around and gave the Mechaneer a death glare. "You. Ruin. MY FANTASY!" snapped Jen as she ram her two left fists and completely blasted the Mechaneer's upper body apart. Rook got surprised by her powers. She look at Rook and saw his expression.

"Uh...Rook?" ask Jen.

"Oh! N-Nothing." said Rook as he head off to help Max. Jen become worried about how Rook react of her temper. Then a green lightning bolt zip past her and charge toward the Mechaneer, zap him then merged with the Mechaneer, causing his body to turn from purple to green. Then he start firing at the others, destroying them all then Buzz Shock emerge from the Mechaneer, who collapsed afterward. Then he thrust his hands at the last drones with a burst of electrical blast, shocking them and defeated them. Devlin 11 faced two large Mechaneers and he was having trouble with one of them.

"Hey, you better not mess with me!" growl Devlin 11. The Mechaneer charge toward Devlin 11 but he disappeared in the instant and wrap behind him then he grab him, open his mouth, which extended his jaws and his teeth sharp itself into jagged fangs then bite the Mechaneer's head off and spit it away then morph his Petrosapien arm into a sharp crystal blade and slice him in half then use his Vulpinmancer arms to grab and ripped the Mechaneer apart. Then he face the second Mechaneer. He thrust his Petrosapien arm and fire a barrage of crystal shards, stabbing the Mechanoid down then inhale deeply and spew a huge acid gunk, splashing the Mechanoid and made him stagger back then thrust his Pyronite arm and discharge a powerful heat ray, igniting the acid gunk and Mechaneer exploded into pieces.

"Yes!" cheered Devlin 11. Suddenly a huge tremor shook the whole area and a huge green monster with tentacles on its upper lips emerged from the lake.

"RAAAAWWWWRRR!" roar the creature.

"The Krakken!" gasped Rook.

"Uh-oh!" moan Buzz Shock. The Krakken smash the ground and send everyone flying away. Buzz Shock, Reflection, BenHighbreed, Devlin 11 & Jen crash against the ground and they morph back into their normal form. The Krakken growl at the team and plan to eat them but Jen stood up and took a deep breath then she sang at her highest tone.

" **_Kraaaakken! We need you heeelp. Gwen 10 need your help as she help you to save your babies! So it's time to repay your dept. _**" shout Jen in a vocalizing tone. Everyone become surprised of her singing, even Rook & Gwen. Her singing then release a huge mana pulse around the whole area. The Krakken charge toward the team but then another whaling roar was heard and huge blast of water erupted from the lake and emerged a dark green/ocean green monster with dinosaur-like appearance, blunt fangs, two tentacles with grips on both side of its jaws and it tackle the Krakken against the wall, shattering it down. The monster emerge on its feet and look at the heroes. Gwen recognized it.

"Hey! That's the Krakken from the lake, where these _Friend of Fish_ try to steal her eggs! How are you, girl?" ask Gwen as she wave at the Krakken.

"Raaawr." roar the Krakken softly.

"Go beat that monster, Krakken!" cheered Jen. The Krakken glare at the other Krakken as it stood up and glare at her. Then they tackled each other, engaging the tug of war as they use their own body against each other. They continue pushing each other until the Krakken won and smash the second against the mountain, defeating it at once. The Krakken stood up and roar in victory. She drop on four and sniff at Jen. She pat Krakken's muzzle and Max become surprised.

"Jen, how did you do that?" ask Max.

"That's one of my unique ability that separate me from the Anodites and Dad; the ability to summon any non-sapient beings within 50 miles by singing. C'mon, we gotta-"

"RAAAWWWWWRRR!" roar the second Krakken as it burst out of the debris and lung toward the Krakken. She saw it but was unable to react in time so Ben slam the core down and morph into...

"**Crushhopper!**" shout the leaping bug alien as he super-leap his way into the second Krakken's mouth and it swallow him.

"DAD!" gasped Jen and Ken.

"GRAAAAAWWW!" roar the second Krakken in sudden pain as its stomach start vibrating violently. It crash on the ground and puke Crushhopper out as it fell unconscious. Crushhoper morph back into Ben, covered in vomit.

"I am not doing that again..." panted Ben.

"Eeeewww!" groan Gwen & Jen.

"C'mon! Let's get moving!" order Max as they head inside the hidden cave, discovered by the battle.

"See ya Krakken! Let's hunt some fish together at the lake someday!" wave Gwen.

"Rawr." smile Krakken as she dive back into the water.

* * *

In the kitchen, the Mechaneers are preparing the dinner while Patelliday remain on the table.

"Why does the Cap'n start eating sapient being?" ask Mechaneer #1.

"I don't know. Maybe he got crazy or because this Piscciss Volann look like fish." shrugged Mechaneer #2. As they chat, Patelliday snapped the rope apart and leap up to the ceiling.

"Hey! You put too much onions!" growl the Mechaneer #1.

"So what? These Earthling foods make it taste so good. Beside, what good is the Pyro Rocks?" ask the Mechaneer #2 as he hold up a charcoal with lava-like vein.

"To expand the flames, hello?" said the Mechaneer #1 sarcastically as he wave his hands around.

"Are you watching Earthling channel?"

"So? I watch the Food channel so I can learn to make a best meal. And Mom said your dish stew are awful!" laugh the Mechaneer #1.

"That's not true, you suck-up!" snapped the Mechasneer #2 as he start throwing vegetables at his brother while he block it with his forearm until he notice a piece of rope on his arm.

"Huh? This rope here, why is in- Oh no..." moan Mechasneer #1 as he and his brother look up then Patelliday drop down and knock them out cold. He grab one piece of a octopus and ate it.

* * *

In the cave, the heroes run down the tunnel until Ken ram against the force field and fell backward.

"Ow!" moan Ken as he clutch his nose with his hand. Max examine the force field.

"Hmm... There is no way we can get through. Not even the attacks can break it." said Max.

"Okay, then I'll use **Ghost Freak**." suggest Gwen.

"No, **Big Chill** will solve this." smirk Ben.

"No, I'll do it." denied Gwen as she glare at Ben.

"No, It's my turn." scoff Ben.

"Doofus!" growl Gwen.

"Dweeb." smirk Ben. Then the force field was open and everyone look ahead. It was Patelliday, who push the switch.

"Patelliday!" exclaim Gwen & Rook.

"I knew they can't hold him down." smile Max as he cross his arms. After they exited the tunnel, they found Capt. Kork's submarine.

"That's Captain Kork's submarine." said Patelliday.

"Why do they want with you?" ask Devlin.

"Uh...I'm sure they are still looking for me." said Patelliday, not wanting to tell them that the pirate captain plans to eat him. They leap down into the submarine and enter the sub. Then Rook kick the door down and they all barge inside.

"Hands, tentacles or appendages in the air!" order Rook as he aim his Proto-Tool at Captain Kork.

"Huh?! How dare you barge into my submarine!" growl Captain Kork.

"You're finished, Kork!" frown Ben as he activate his Megatrix, rotate the ring dial until a Petrosapien icon was selected and slam the core down, releasing a yellow light.

His arms become covered in green crystal then the rest of his body. He grew a crystal shard on the back of his head, two larger crystal shards on his back and his arms become more bulked. His uniform is different now; black on his upper body and forelegs while white on the center. He wore the Megatrix symbol on his chest.

"**Diamond Shard!** Let's do this!" grunt Diamond Shard as he morph his right hand into a crystal blade and charge toward Capt. Kork and he responses the same. They clashes their blade/hook together then start bashing their weapons against each other while the Mechasneers attack the heroes. However Max, Rook, Patlliday & Jen easily overpower them then Devlin absorb the metal from the Mechasneer's armor then smash the larger one with his mace. Ken activate his Omnitrix and slam the core down, releasing a green light.

Ken's arms sprout vines from his wrists then travel up to his head then he got covered by a large Venus trap. He sprout seeds on his back and grew four vine-like legs and long arms. Then he open his Venus trap maws and reveal his head, which he now has one eye. He wore the Omnitrix symbol on his chest.

"**Wildvine!** Take this!" grin the Florauna as he toss multiple seeds at the drones, blasting them with small explosion then he grab the last one with his arm then slam him against the control panel. Meanwhile, Diamond Shard continue clashing the pirate until he got knock back and stagger on his feet. Then Captain Kork lift his pegleg and fire a powerful energy cannon. Diamond Shard quickly morph his hands into crystal shards and extended forward, catching and redirect the energy cannon back at the pirate, knocking him down. Diamond Shard pick him up.

"Never use energy-base weapon against a Petrosapien." chuckle Diamond Shard.

"Okay, this sub is going to blow!" shout Rook after he activate the self-destruct device. They all escape just in time with Captain Kork and the sub exploded.

* * *

As the Plumbers arrive, Jen found many bottles from the HQ and they all have the missing ships inside.

"Dad, he must've shrunk them and store the hostage as trophy or something." said Jen.

"So, that explain why the pirate ship appear every time before the ships disappear." said Ben as he rub his chin.

"Captain Kork, you are under arrest for keeping hostages and stealing ships!" frown Rook as he cuff him.

"And for trying to eat a Magister." mutter Patelliday. Jen and Ben use the teleportation spells and wrap the ships back to their homes.

* * *

**Axle- End Chapter!**

**Kida- What a great fishing!**

**Ben- Yeah but guess even on your break, you still have mission.**

**Ken- Yep.**

**Rook- Very true.**

**Jen- *love sigh as she gaze at Rook***

**Axle- Okay, the unique abilities that separate the Master Anodite from the common Anodites are:**

**Perform Mugic techniques without the runes and lyre.**

**1- Summons any non-sapient creatures via singing (Jen only).**

**2- See what any alternate counter-parts of the Master Anodite see.**

**And 3- The last ability explain why Jen knew she is the Master Anodite before transforming into one because she saw her alternate counter-part, Jen 10, transformed in order to defeat Giga Ultimo, as well as learning about the Mugic.**

**Kida- Leave reviews.**


	64. Malefactor

**Chapter 64: Malefactor**

**Axle- Okay, the Faction made their move again. Prepare yourselves.**

**Kida- I bringing up our new predators including the one giving by one of our viewers. Begin!**

* * *

Still enjoying what left of their vacation before resuming their post, Gwen & her family decide to go to the festival, since it's Olde Bellwood Days. For some unknown reason, Jen invited Rook to join with them. Arriving at the festival via the Rust Bucket II & the Proto-TRUK, they enter the festival and begin to enjoy themselves. Ben & Looma enjoy their Chili Fries as they watch the carnival. Ken & Devlin start competing each other to show who score more points by playing golf, knocking down targets & bobbing for apples. Jen & Rook went to the haunted house and they got scared every time, and every time they got scared, Jen clutch herself on Rook's arm. Jen's crush on Rook grew stronger but Rook still refuse to answer her question. Gwen & Kevin are watching the fireworks until the Omnitrix start beeping.

"WARNING! WARNING! NEMETRIX APPROACHING IN YOUR SECTOR!" warn the AI.

"Nemetrix?" ask Kevin.

"Khyber!" growl Gwen as she turn around and saw Khyber & his dog approaching her. "I thought you died." hiss Gwen as she face Khyber.

"I will not rest until I add you, Gwen Tennyson, on my trophy wall." grin Khyber.

"If you want my wife..." Kevin place his hand on the concrete and absorb its matter. "...You have to get through me!" snapped Kevin as he morph his hands into large fists and charge toward Khyber. Kevin swung his punch but Khyber step aside and he missed, only for Khyber to slam his mace against Kevin's back, shattering it and land great damage.

"GAAAH!" scream Kevin as he fell on his face and remain motionless as he can't move.

"Kevin! Grrr...KHYBEEEEEERRR!" roar Gwen as her body release a green power-up aura and her left fist become covered in Codon energy. "**Omnitrix Fist!**" shout Gwen as she leap up in the air and swung her fist at Khyber, who quickly deploy a energy field to defend himself but Gwen's punch cause a huge vibration that shatter the shield apart. She land on her feet and slide backward then stop. She start panting as she glare at Khyber.

"Still strong as ever, Gwen Tennyson. Now it's time for you to die." smirk Khyber as his dog start growling and charge toward Gwen. Suddenly she become engulf in red light, without Khyber's whistle command, and morph into a Lepidopterran Predator and lunged at Gwen.

"RAAAGHH!" roar **Buglizard** as she start snapping her jaws, trying to bite Gwen but she kept pushing her aside, trying to avoid her jaws.

"Get off me, Buglizard!" growl Gwen.

"MOM!" shout Devlin 11 as he tackle Buglizard, knocking her off of Gwen and smash her against the tents. Devlin 11 then lift Buglizard up but she release a red light and morph into a Vaxasaurian Predator.

"RAAAAGHH!" roar **Tyrannopede** as her weight become unbearable for Devlin 11 that she squash him with her belly then she stood back and blast the young Osmosian Hybrid in a cocoon. "Grr heh heh heh!" chuckle Tyrannopede as she notice Kevin is standing up so she slap him away with her tail, sending him splashing on the water tank and force him to lose his armor.

"Blast that mutt. Now it's time for me to go..." Gwen activate her Omnitrix and slam the core, releasing a bright light.

"**Way Big!**" shout the To'kustar then she grab Tyrannopede with her hand. She lift her up and glare at her.

"It's over, mutt. No one is stronger then Way Big." smirk Way Big. Suddenly Tyrannopede start glowing brightly and Way Big was forced to let go of her. Standing in front of her is a giant Cosmic Storm-like monster with a red collar on her neck with the Nemetrix symbol on it.

"What the..." gasp Way Big.

"Grah ha ha ha ha..." laugh the new predator.

"That one is the predator of the To'kustar." smirk Khyber.

"Okay, **Supernova** or whatever you want to be call. Let's do this!" shout Way Big as she start jabbing Supernova but she hardly felt that and she land a powerful punch that send Way Big crashing on the building. She shot up and cross her wrists, firing a powerful Cosmic Ray but it got absorbed when it touch Supernova's body. Then a dark red energy start gathering in her mouth then discharge a powerful negative Cosmic Ray from her mouth. Way Big got wide-eyed then counter with her own Cosmic Ray. Both energy waves collided and release a massive shockwave. Ben and his family felt the shockwave and they look behind them. They saw Way Big battling Supernova.

"What is that monster?" gasped Looma.

"That's the predator of the To'kustar! Gwen is in trouble!" gasped Rook.

"I'll handle this!" shout Jen as she transform into her Tetramand form then into Master Anodite form. She release a sonic boom as she took off and dash toward Supernova. Supernova grab Way Big's fin on her head then crush it.

"GYAAAAAAAAAAAAAAAAAAHHHHHHHHHH!" scream Way Big in intense pain then Supernova start draining her Cosmic energy. Suddenly Supernova got tackled by Jen and she crash against the building, releasing Way Big, who become paralyzed and morph back into Gwen. Kevin & Devlin regain consciousness and went to help Gwen as she can't move, due of Way Big's paralysis effect pass on to her. Jen remain floating in mid-air as Supernova look up and saw Jen.

*_Blasted Anodite!_* growl Supernova.

"Stand down, Anubian Baskurr or else." threaten Jen.

*_Never!_* snapped Supernova as she release a bright red light and emerge as a black Anodite beast with grey flaming mana covered her whole head and has two large flaming wings and a long flaming tail. Her face look just like Alpha from _Ben 10/Generator Rex-Hero United_. ***_Managoyle!_***

"What?! An Anodite Predator? Heh, but they never fought a-" Suddenly Managoyle tackle Jen against the building and bite her shoulder at full might. "GYYYYYAAAAAAAAAAAAGGGHHHHH!" scream Jen in pain then she grab Managoyle's throat.

"You'll pay for THAT!" snapped Jen as they disappear from the building and start clashing each other at hypersonic speed. Meanwhile, Rook had engage battle with Khyber, trying to stop him from getting to Gwen, who is still recovering from the paralysis.

"Stand down, Khyber!" order Rook.

"Never." grin Khyber as he evade Rook's Proto-Tool: Sword Mode then ram his fist against Rook's stomach, knocking all the air out of him.

"Gah...N-Now you're asking...for this..." gasped Rook as he clutched his stomach. Khyber hold out his sword.

"Now I will remove your head from your shoulder." smirk Khyber. When Master Anodite Jen break away from Managoyle, she saw Khyber is about to kill Rook.

"ROOK! NO-OOF!" Managoyle ram Jen against the ground, sending a huge eruption of dustcloud in the air then she start pounding her hard. Jen was supposed to the strongest Anodite on Earth but, with Rook in her mind, she can't concentrate well and begin to lose by her Predator. "Rook...No... You...How could you serve that heartless man..." ask Jen as her four eyes start shedding tears.

*_I never serve Khyber, Anodite! It's just that I can't resist that high-pitch whistle. Every time I heard that whistle, I was forced to obey him, no matter how much I resist. But...if you really love that Revonnahgander... Go save him._* Managoyle remove her grip off Jen but Khyber saw that and let out a high-pitch whistle. "GRAAAAHH!" roar Managoyle as she gather the mana in her mouth and ready to fire. Jen got wide-eyed and brace herself. Suddenly a yellow armored sphere tackle Managoyle and smash her against the wall. The sphere reveal itself as...

"Get your dirty claws off my daughter!" growl **Cannonbolt** as he curl up and spin dash toward Managoyle and bash her against the wall again. Khyber saw Cannonbolt and a more evil grin appear on his face.

"Ah, Ben Tennyson. Slightly stronger then you but a worthy prey." said Khyber as he kick Rook away then pull out his energy cannon. Looma leap up and dive toward Khyber but he quickly aim his cannon at Looma, without aiming and blast her at blank range. She got knock away but uninjured as she land on her feet then she slam her arms against the ground, sending shockwave and debris at Khyber but he jump away and fire his cannon again and knock her backward. She regain balance but fell on her knees. Kevin absorb the matter and gain a rock armor & Devlin transform into Devlin 11. They dash toward Khyber but while Looma and Kevin got disable in battle, Devlin 11 is the only one who can still fight against Khyber, since his combined alien body parts made him immune to the nauro grip.

"Take this!" growl Devlin 11 as he swung his crystal blade at Khyber but he block it with his sword and push him away then fire his energy cannon. Devlin 11 cross his arms and withstand it.

At the other scene, Cannonbolt got bash out of wall by Managoyle, who morph into a Pyronite Predator.

"RAAAAAGGHHHH! ***_Crabdozer!_***" roar Crabdozer.

"Grrr... Gwen said she transform by her owner's whistle but she did it on her own...which means she has Master Control!" growl Cannonbolt then he release a bright light and morph into...

"**Nova Blast!**" shout the Pyronite then he slap the Megatrix symbol. Two spikes pop out, turn clockwise and release a yellow energy pulse. He become more larger then before, his face become fierce with sharp fangs & his arms exploded into large lava cannons. His flames turn crimson red and wore the evolved Megatrix on his chest. "**Mega Nova Blast!**" shout the Ultim Pyronite. Then he thrust his arms and fire a massive lava blast. It struck Crabdozer but she shook it off.

*_Pathetic... Even the evolved Pyronite cannot hurt me in this form, Anodite!_* chuckle Crabdozer.

"What are you?!" ask M. Nova Blast as he continue firing at Crabdozer. She charge toward M. Nova Blast, ignoring all the blasts and grab M. Nova Blast in her mouth, shook him around then spew him out. Her drools extinguish his flames and left useless.

*_I'm your Predator, Ben Tennyson, as well as Gwen's and your family! This here is your Pyronite's form's predator. Your flames are useless!_* answer Crabdozer.

"Then let's see if you can take the cold!" grin M. Nova Blast as he slap the evolved Megatrix symbol and release a yellow light.

"**Mega Big Chill!**" shout the Ultim Necrofiggian as he flap his wings and took off in the air. Then he breathe a powerful fire breath and blasted Crabdozer but, instead of burning her, it frozen her solid. Suddenly the ice shatter and emerge a large bee/moth hybrid monster with large fangs and four wings. She wore the red collar with the Nemetrix symbol.

"KRRRRRRRIIIIII!" screech the Psycholeopterran.

"What?! That can't be! That Predator was an endangered and rare species!" gasped M. Big Chill.

*_Of course they were. Your grandfather kept one in Mt. Rushmore since it was injured. He took your cousin and your old rival to Mt. Rushmore to show them the Psycholeopterran as a surprise. Then Malware, the old partner of BioCore, was sent to distract them while Khyber went to get the Psycholeopterran's DNA sample for MY Nemetrix. However, Malware face his ultimate fate when Gwen used the Conductoid to completely destroy him. That event happened 11 years ago._* explain the Necrofiggian Predator.

"You mean... That Nemetrix was made to overpower my alien forms?!" exclaim M. Big Chill.

*_Not just your alien forms, Gwen's alien also!_* she roar as she discharge red cloud and form a hypnotic pattern and start flapping her wings at high-speed. *_Look into my eyes, Ben Tennyson. Look deeply... Keep focusing your eyes on me..._*

M. Big Chill suddenly feel strange, like it feels...like a moth drawn to the flame, literally. His green eyes are filled with red spiral and he start smiling as he draw closer to the Psycholeopterran.

*_Yessss...come closer... Come closer...so I can eat you._* she grinned.

"Hey! **Hypnotick!**" shout Jen as she rise up, pulsing her body with rising powers. "Stay away from my Dad! Ken! Help Devlin!" shout Jen as she thrust her arms down and overcharge her aura, releasing massive shockwave. Hypnotick got surprised and distracted that M. Big Chill snapped out of it. "Take this! **Interlude of Consenquence!**" shout Jen as the orange light bathed Hypnotick. She doesn't feel different so she decide to switch forms but instead of morphing into Managoyle, she morph into **Mucillator** and she crash on the ground, for being high in the air.

*_Gah!? What happen?! I was suppose to become an Anodite Predator?!_* exclaim Mucillator. She look up and saw M. Big Chill who release a bright light and morph into...

"**Kicking Hawk!**" shout the humanoid chicken hawk as he pound Mucillator into the ground. Mucillator shot up and release a red light. She morph into Buglizard.

*_Huh?! I wanted the other Predator, not this one!_* argue Buglizard. She roar as she spew a yellow fog, surrounded her body so she can escape but Kicking Hawk grab her tail and swung her against the wall.

"Hmm, she mistransform but my Mugic technique didn't affect her ability to perform techniques." wonder Jen. Then Buglizard decide to become Tryannopede but she transform into a half-dragon half-eagle alien instead.

*_Perfect!_*" grin the Kicking Hawk Predator.

"Great, a **Driffin.**" moan Kicking Hawk. Driffin pounce on Kicking Hawk and start biting his arm then slam him against the ground. She flew up and spew fire at Kicking Hawk. He jump away and release a yellow light.

Back to Khyber, who gain the upper hand on Devlin 11, got blasted by an acid slime. Standing next to Devlin was **Spitter**. Then release a bright green light and morph into...

"**Buzz Shock!**" shout the Nosedeenian as he thrust his hands and blast the slime with electricity, electricuting Khyber. Then Buzz Shock morph into...

"**XLR8!** How are you, Devlin?" ask the Kineceleran.

"Fine... Just that he is skilled of handling against a mutant Osmosian like me." panted Devlin 11.

"Grrr... I better hope they got to the truck by now." grunt Khyber as he stood up.

"Huh?! Gwen, they're stalling us...Argh... They're after the Proto-TRUK!" shout Rook before Khyber hammer toss XLR8 on him then hammer fist Devlin 11 down.

"On it! Kevin, help them!" order Gwen as she ran off, after the paralyze effect wear off. She continue running until she reach to the Proto-TRUK. She notice the back door was open and there was an electrical crackling coming from inside. She open the door and shout:

"Hold it right...t-t-there... No... No..." stammer Gwen as she step away from the Proto-TRUK. Emerging from inside was BIOCORE!

"Heh heh heh! Well well. Gwendolyn Tennyson AKA Gwen 10, we meet again, at last." grin BioCore as he unplugged his cords from the computers and walk toward Gwen, who step away from BioCore.

"No...You died... I crushed you into pieces..." whimper Gwen.

"Yes, you did crushed me! But I was still function and I crawl my way into the junk yard where I used to auto parts as my means to move around. Then I broke into the old Plumber's Lab with the help of Malware. We both want the Omnitrix so we made a deal: I download the Omnitrix data then he absorb it. Then he brought me technologies and upgraded me, making me more powerful then ever before!" laugh BioCore evilly as he reveal his weapons to Gwen. Then BioCore notice something; the center of Gwen's pants got wet. "HA HA HA HA HA! I KNEW IT! YOU WET YOURSELF! PRICELESS!" laugh BioCore.

"Stay away... STAY AWAY FROM ME!" panicked Gwen as she fell backward and start crawling away from BioCore.

"Ha ha ha ha, yes! Fear me, Gwen Tennyson! FEAR ME!" shout BioCore as he fire his AA Turrets at her, simply shooting around her, just to scare her more.

"NO!" cried Gwen.

"YES! No one make a mockery of BioCore and lived! I will destroy you, just as easily as I did to your favorite alien!" grin BioCore as he pull out his sword.

"No...No...Please don't kill me..." begged Gwen. BioCore lift his sword up and swing at Gwen. "NNOOOOOOOOOOOO!" scream Gwen as she close her eyes and look away.

...

...

Nothing happen. Gwen didn't feel the cold blade on her body. She open her eyes and look at BioCore, who was grinning evilly.

"Heh! Not today. Today you will see the one thing you thought you will forget after 11 years and that's me. So enjoy every last part of your pitiful life because the next time we meet, I will destroy you and take that Omnitrix for myself." said BioCore as he make sure Gwen heard his threat loud and clear. Then two giant helicarrier turbines emerged from his back and blast off into the sky.

Khyber saw BioCore leaving so he made a high-pitch whistle, Driffin ignore Kicking Hawk and Jen and morph into Managoyle then teleport themselves away. Everyone gather together and head to Gwen.

"Gwen! What happen?" ask Kevin. Gwen pounce Kevin with a hug as she broke down in tears.

"Oh Kevin! It was BioCore...He's back! He was alive and he... almost kill me...Waaahhhhh... It's like the nightmare had started all over again...Wahhh..." cried Gwen as she sobbed heavily.

"BioCore?!" gasped Kevin.

"Wait, you said Gwen killed him as Way Big and with 50 blows. How did he survived? And why waited 11 years?" ask Ben.

"To get stronger... Gwen, you're off duty until you can pull yourself together. It's okay." said Kevin as he try comfort his wife.

"Kevin... He mentioned...that he will kill me as easily as he did with...you-know-who..." muffle Gwen. Kevin knew who she meant but decide to keep quiet. Rook went inside the Proto-TRUK.

"BLAST THAT GRIDSAPIEN!" shout Rook.

"What's wrong?" ask Ken & Jen.

"He hacked into the Proto-TRUK's memory core and it was destroyed along with the auxiliary power systems!" explain Rook.

"What do the Faction want with us?" ask Devlin.

"One wants revenge, one wants pride and one wants a trophy." answer Ben.

* * *

**Axle- What a shocker for Gwen, huh?**

**Kida- I feel sorry for her.**

**Axle- Well, I introduce the predator of the To'kustar and the Anodite as well as the Kicking Hawk Predator. Whoever gave me that idea, thank you. Jake, what's your opinion of this JenXRook on this fanfic?**


End file.
